<SEC-DOCUMENT>0001299933-14-001816.txt : 20141121
<SEC-HEADER>0001299933-14-001816.hdr.sgml : 20141121
<ACCEPTANCE-DATETIME>20141121161048
ACCESSION NUMBER:		0001299933-14-001816
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20141118
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20141121
DATE AS OF CHANGE:		20141121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PENSKE AUTOMOTIVE GROUP, INC.
		CENTRAL INDEX KEY:			0001019849
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
		IRS NUMBER:				223086739
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12297
		FILM NUMBER:		141243103

	BUSINESS ADDRESS:	
		STREET 1:		2555 TELEGRAPH RD
		CITY:			BLOOMFIELD HILLS
		STATE:			MI
		ZIP:			48302-0954
		BUSINESS PHONE:		248-648-2500

	MAIL ADDRESS:	
		STREET 1:		2555 TELEGRAPH RD
		CITY:			BLOOMFIELD HILLS
		STATE:			MI
		ZIP:			48302-0954

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNITED AUTO GROUP INC
		DATE OF NAME CHANGE:	19960726
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<TYPE>8-K
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<DESCRIPTION>LIVE FILING
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<TITLE> Penske Automotive Group, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	November 18, 2014
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	Penske Automotive Group, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	1-12297
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	22-3086739
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
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	of incorporation)
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	File Number)
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	Identification No.)
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	2555 Telegraph Road, Bloomfield Hills, Michigan
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	48302
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_________________________________<BR>
	(Address of principal executive offices)
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___________<BR>
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	Registrant&#146;s telephone number, including area code:
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	248-648-2500
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 1.01 Entry into a Material Definitive Agreement.
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The disclosure under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
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	Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On November 21, 2014, we completed our previously announced offering of $300,000,000 aggregate principal amount of 5.375% Senior Subordinated Notes due 2024 and related subsidiary guarantees (collectively, the "Notes").  The Notes are governed by an indenture, dated November 21, 2014, as supplemented by the First Supplemental Indenture thereto, dated as of November 21, 2014, between us, the Guarantors as listed therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee (as supplemented, the "Indenture") for the benefit of the holders of each Note.  The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement filed on January 16, 2014 on Form S-3, File No. 333-193394, as amended on November 18, 2014.<br><br>The net proceeds from the offering (after underwriters' discounts and estimated expenses) were approximately $295.5 million.  As previously disclosed, the Company intends to use the net proceeds of the offering to repay indebtedness outstanding under the Company's U.S. credit agreement, for general working capital purposes and to pay fees and expenses in connection with the offering. <br><br>Interest on the Notes is payable semiannually on June 1 and December 1 of each year. The Notes mature on December 1, 2024, unless earlier redeemed or purchased by us. The Notes are our unsecured senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our existing 100% owned U.S. subsidiaries. <br><br>On or after December 1, 2019, we may redeem the Notes for cash at the redemption prices noted in the Indenture, plus any accrued and unpaid interest. We may also redeem up to 40% of the Notes using the proceeds of specified equity offerings at any time prior to December 1, 2017 at a price specified in the Indenture.<br><br>If we experience certain "change of control" events specified in the Indenture, holders of the Notes will have the option to require us to purchase for cash all or a portion of their notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the Notes at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest.<br><br>The Indenture restricts our ability to, among other things: incur additional indebtedness; make certain distributions, investments and other restricted payments; create certain liens; sell assets; enter into transactions with affiliates; create restrictions on our ability to receive dividends or other payments from certain subsidiaries; and merge, consolidate or transfer all or substantially all of our assets. <br><br>The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness and certain events of bankruptcy and insolvency.<br><br>A copy of the Indenture and First Supplemental Indenture is attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and each is hereby incorporated by reference herein. The form of Note (included as an Exhibit to the First Supplemental Indenture filed as Exhibit 4.2 hereto) is filed as Exhibit 4.3 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The descriptions of the material terms of the Indenture and the Notes are qualified in their entirety by reference to such exhibits.
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	Item 8.01 Other Events.
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On November 18, 2014, the Company and the Guarantors entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters in connection with the offer and sale of the Notes.  A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by this reference.  The representations, warranties, covenants and opinions (collectively, "representations") set forth in the Underwriting Agreement have been made only for purposes of, were and are solely for the benefit of the parties to that agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, the representations were made only as of the date of the applicable agreement or such other date as is specified in such agreement. Moreover, information concerning the subject matter of the representations may change after the date of the applicable agreement, which subsequent information may or may not be fully reflected in the parties&#x2019; public disclosures. Accordingly, the Underwriting Agreement is included with this filing only to provide investors with information regarding the terms of that agreement, and not to provide investors with any other factual information regarding the parties, their respective affiliates or their respective businesses, and the investors should not rely on those representations nor will we update those representations. On November 18, 2014, the Company filed with the Securities and Exchange Commission a Prospectus Supplement dated November 18, 2014 in connection with the public offering of the Notes.  A final Prospectus Supplement was filed with the Securities and Exchange Commission on November 20, 2014.
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	Item 9.01 Financial Statements and Exhibits.
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Exhibit 1.1 Underwriting Agreement dated November 18, 2014 among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith, as representative of the several underwriters named therein.<br><br>Exhibit 4.1 Indenture dated November 21, 2014 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.<br><br>Exhibit 4.2 First Supplemental Indenture dated November 21, 2014 among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee.<br><br>Exhibit 4.3 Form of 5.375% senior subordinated note due 2024 (included within the First Supplemental Indenture filed as Exhibit 4.2).<br><br>Exhibit 5.1 Opinion of Shane M. Spradlin, General Counsel of the Company.<br><br>Exhibit 23.1 Consent of Shane M. Spradlin, General Counsel of the Company (contained in Exhibit 5.1).
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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	Penske Automotive Group, Inc.
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	November 21, 2014
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	By:
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	/s/ Shane M. Spradlin
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	Name: Shane M. Spradlin
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	Title: Executive Vice President
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	1.1
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Underwriting Agreement dated November 18, 2014 among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith, as representative of the several underwriters named therein.
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	4.1
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Indenture dated November 21, 2014 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.
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	4.2
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First Supplemental Indenture dated November 21, 2014 among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee.
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	4.3
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Form of 5.375% senior subordinated note due 2024 (included within the First Supplemental Indenture filed as Exhibit 4.2).
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	5.1
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Opinion of Shane M. Spradlin, General Counsel of the Company.
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	23.1
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Consent of Shane M. Spradlin, General Counsel of the Company (contained in Exhibit 5.1).
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;1.1</FONT>



<P align="center" style="font-size: 12pt">PENSKE AUTOMOTIVE GROUP, INC.<BR>
(a Delaware Corporation)



<P align="center" style="font-size: 12pt">and<BR>
The Guarantors named herein



<P align="center" style="font-size: 12pt">5.375% Senior Subordinated Notes due 2024



<P align="center" style="font-size: 12pt">UNDERWRITING AGREEMENT



<P align="left" style="font-size: 12pt">Dated: November&nbsp;18, 2014


<P align="center" style="font-size: 12pt"><B>Underwriting Agreement</B>



<P align="left" style="font-size: 12pt">November&nbsp;18, 2014


<P align="left" style="font-size: 12pt">MERRILL LYNCH, PIERCE, FENNER & SMITH


<P align="left" style="font-size: 12pt; text-indent: 9%">INCORPORATED


<P align="left" style="font-size: 12pt">One Bryant Park
<BR>
New York, NY 10036


<P align="left" style="font-size: 12pt">As Representative of the
<BR>
several Underwriters listed
<BR>
in Schedule&nbsp;A hereto


<P align="left" style="font-size: 12pt">c/o MERRILL LYNCH, PIERCE, FENNER & SMITH


<P align="left" style="font-size: 12pt; text-indent: 11%">INCORPORATED


<P align="left" style="font-size: 12pt">One Bryant Park
<BR>
New York, NY 10036


<P align="left" style="font-size: 12pt">Ladies and Gentlemen:


<P align="left" style="font-size: 12pt; text-indent: 7%"><I>Introductory. </I>Penske Automotive Group, Inc., a Delaware corporation (the &#147;<B>Company</B>&#148;), proposes
to issue and sell to the several underwriters named in Schedule&nbsp;A hereto (the &#147;<B>Underwriters</B>&#148;), for
whom Merrill Lynch, Pierce, Fenner & Smith Incorporated (the &#147;<B>Representative</B>&#148;) is acting as
representative, $300,000,000 principal amount of its 5.375% Senior Subordinated Notes due 2024 (the
&#147;<B>Notes</B>&#148;). The Notes will be guaranteed (collectively, the &#147;<B>Guarantees</B>&#148;), jointly and severally, by
each of the subsidiary guarantors named in Schedule&nbsp;B hereto (the &#147;<B>Guarantors</B>&#148;). The Notes and the
Guarantees are collectively referred to herein as the &#147;<B>Securities</B>.&#148; The Securities will be issued
pursuant to an indenture dated as of the Closing Date (as defined in Section&nbsp;3 hereof) (the &#147;<B>Base
Indenture</B>&#148;), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the &#147;<B>Trustee</B>&#148;). The Notes will be issued only in book-entry form in the name of Cede &
Co., as nominee of The Depository Trust Company (the &#147;<B>Depositary</B>&#148;) pursuant to a letter of
representations, to be dated on or before the Closing Date, among the Company, the Guarantors, the
Trustee and the Depositary. Certain terms of the Securities will be established pursuant to a
supplemental indenture dated as of the Closing Date (the &#147;<B>Supplemental Indenture</B>&#148;) to the Base
Indenture (together with the Base Indenture, the &#147;<B>Indenture</B>&#148;). The use of the neuter in this
Underwriting Agreement (the &#147;<B>Agreement</B>&#148;) shall include the feminine and masculine wherever
appropriate.


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>Representations and Warranties</U>. The Company and each Guarantor, jointly and
severally, represent and warrant to, and agree with, each of the Underwriters as of the Applicable
Time (as defined below) and as of the Closing Date:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(a)&nbsp;The Company has prepared and filed with the Securities and Exchange Commission (the
&#147;<B>Commission</B>&#148;) a registration statement on Form S-3 (File No.&nbsp;333-193394), which contains a
base prospectus (the &#147;<B>Base Prospectus</B>&#148;), to be used in connection with the public offering
and sale of the Securities. Such registration statement, as amended, including the
financial statements, exhibits and schedules thereto, at each time of effectiveness under
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
(collectively, the &#147;<B>Securities Act</B>&#148;), including any required information deemed to be a part
thereof at the time of effectiveness pursuant to Rule&nbsp;430A, 430B or 430C under the
Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (collectively, the &#147;<B>Exchange Act</B>&#148;), is called the
&#147;<B>Registration Statement</B>.&#148; Any preliminary prospectus supplement relating to the Securities
that is filed with the Commission pursuant to Rule&nbsp;424(b), together with the Base
Prospectus, is hereafter called a &#147;<B>Preliminary Prospectus</B>.&#148; The term &#147;<B>Prospectus</B>&#148; shall
mean the final prospectus supplement relating to the Securities that is first filed pursuant
to Rule 424(b) after the date and time that this Agreement is executed and delivered by the
parties hereto, including the Base Prospectus. Any reference herein to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item&nbsp;12 of Form S-3
under the Securities Act; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any documents filed
after the date of such Preliminary Prospectus or Prospectus and prior to the Closing Date,
as the case may be, under the Exchange Act, and incorporated by reference in such
Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment
to the Registration Statement shall be deemed to refer to and include any annual report of
the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective
date of the Registration Statement that is incorporated by reference in the Registration
Statement prior to the Closing Date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(b) <I>Compliance with Registration Requirements</I>. The Company meets the requirements for
use of Form S-3 under the Securities Act. The Registration Statement has become effective
upon filing with the Commission under the Securities Act. No stop order suspending the
effectiveness of the Registration Statement is in effect, the Commission has not issued any
order or notice preventing or suspending the use of the Registration Statement, any
Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to
Section&nbsp;8A of the Securities Act have been instituted or are pending or, to the best
knowledge of the Company and the Guarantors, are contemplated or threatened by the
Commission. In addition, the Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the
&#147;<B>Trust Indenture Act</B>&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">Each of the Preliminary Prospectus and the Prospectus when filed complied in all
material respects with the Securities Act. Each of the Registration Statement and any
post-effective amendment thereto, at each time of effectiveness, at the date hereof and at
the Closing Date, complied and will comply in all material respects with the Securities Act
and did not and will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements
therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the
time of any filing pursuant to Rule 424(b) and, at the Closing Date, did not and will not
contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The representations and warranties set forth in the two
immediately preceding sentences do not apply to statements in or omissions from the
Registration Statement or any post-effective amendment thereto, or the Preliminary
Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance
upon and in conformity with information relating to any Underwriter furnished to the Company
in writing by the Representative expressly for use therein, it being understood and agreed
that the only such information furnished by the Representative consists of the information
described as such in Section 7(b) hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">The documents incorporated by reference in the Registration Statement, the Disclosure
Package (as defined herein) and the Prospectus, when they were filed with the Commission
conformed in all material respects to the requirements of the Exchange Act. Any further
documents so filed and incorporated by reference in the Registration Statement, the
Disclosure Package and the Prospectus or any further amendment or supplement thereto, when
such documents are filed with the Commission will conform in all material respects to the
requirements of the Exchange Act. All documents incorporated or deemed to be incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus, as of
their respective dates, when taken together with the other information in the Disclosure
Package, at the Applicable Time and, when taken together with the other information in the
Prospectus, at the Closing Date, did not or will not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(c) <I>Well-Known Seasoned Issuer. </I>(i)&nbsp;At the time of filing the Registration Statement,
(ii)&nbsp;at the time of the most recent amendment thereto for the purposes of complying with
Section&nbsp;10(a)(3) of the Securities Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section&nbsp;13 or&nbsp;15(d) of the Exchange Act or
form of prospectus), (iii)&nbsp;at the time the Company or any person acting on its behalf
(within the meaning, for this clause only, of Rule&nbsp;163(c) of the Securities Act) made any
offer relating to the Securities in reliance on the exemption of Rule&nbsp;163 of the Securities
Act, and&nbsp;(iv)&nbsp;at the Applicable Time (with such date and time being used as the
determination date for purposes of this clause (iv)), the Company was and is a &#147;well-known
seasoned issuer&#148; as defined in Rule&nbsp;405 of the Securities Act. The Registration Statement
is an &#147;automatic shelf registration statement,&#148; as defined in Rule&nbsp;405 of the Securities Act
that has been filed with the Commission not earlier than three years prior to the date
hereof; the Company has not received from the Commission any notice pursuant to Rule
401(g)(2) of the Securities Act objecting to use of the automatic shelf registration
statement form; and the Company has not otherwise ceased to be eligible to use the automatic
shelf registration form.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(d) <I>Company Not Ineligible Issuer. </I>(i)&nbsp;At the earliest time after the filing of the
Registration Statement relating to the Securities that the Company or another offering
participant made a <I>bona fide </I>offer (within the meaning of Rule&nbsp;164(h)(2) of the Securities
Act) and (ii)&nbsp;as of the Applicable Time (with such date being used as the determination date
for purposes of this clause (ii)), the Company was not and is not an &#147;ineligible issuer&#148; (as
defined in Rule&nbsp;405 of the Securities Act), without taking account of any determination by
the Commission pursuant to Rule&nbsp;405 of the Securities Act that it is not necessary that the
Company be considered an &#147;ineligible issuer.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(e) <I>Disclosure Package. </I>The term &#147;<B>Disclosure Package</B>&#148; shall mean (i)&nbsp;the Base
Prospectus, including any Preliminary Prospectus, (ii)&nbsp;the issuer free writing prospectuses
as defined in Rule&nbsp;433 of the Securities Act (each, an &#147;<B>Issuer Free Writing Prospectus</B>&#148;), if
any, identified in Schedule&nbsp;C hereto, (iii)&nbsp;any other free writing prospectus that the
parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure
Package and (iv)&nbsp;the Final Term Sheet (as defined herein), which also shall be identified in
Schedule&nbsp;C hereto. As of 4:56&nbsp;pm (Eastern time) on the date of this Agreement (the
&#147;<B>Applicable Time</B>&#148;), neither the Disclosure Package nor the Prospectus contains an untrue
statement of a material fact or omits to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that this representation, warranty and agreement shall not apply to
statements in or omissions from the Disclosure Package or the Prospectus or any amendment or
supplement thereto made in reliance upon and in conformity with information furnished to the
Company in writing by any Underwriter through the Representative expressly for use in the
Disclosure Package or the Prospectus or amendment or supplement thereto, as the case may be.
The Registration Statement and the Prospectus will contain all the information specified in,
and meeting the requirements of, the Securities Act. Neither the Company nor the Guarantors
has distributed or will distribute, prior to the later of the Closing Date and the
completion of the Underwriters&#146; distribution of the Securities, which shall be deemed to be
no later than the Closing Date unless the Company otherwise receives notice, any written
communication in connection with the offering and sale of the Securities other than the
Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus reviewed and
consented to by the Underwriters.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(f) <I>Issuer Free Writing Prospectuses. </I>Each Issuer Free Writing Prospectus as of its
issue date and at all subsequent times through the completion of the offering of Securities
under this Agreement or until any earlier date that the Company notified or notifies the
Representative as described in the next sentence, did not, does not and will not include any
information that conflicted, conflicts or will conflict with the information contained in
the Registration Statement, the Disclosure Package or the Prospectus. If at any time
following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or
development as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information contained in the Registration Statement, the Disclosure
Package or the Prospectus, the Company has promptly notified or will promptly notify the
Representative and has promptly amended or supplemented or will promptly amend or
supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct
such conflict. Any Issuer Free Writing Prospectus not identified on <U>Schedule&nbsp;C</U>,
when taken together with the Disclosure Package as of the Applicable Time, did not, and at
the Closing Date will not, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The foregoing three sentences do
not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon
and in conformity with written information furnished to the Company by any Underwriter
through the Representative specifically for use therein, it being understood and agreed that
the only such information furnished by any Underwriter consists of the information described
as such in Section 7(b) hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(g) <I>Distribution of Offering Material by the Company and the Guarantors. </I>Neither the
Company nor any Guarantor has distributed or will distribute, prior to the later of the
Closing Date and the completion of the Underwriters&#146; distribution of the Securities, any
written communication in connection with the offering and sale of the Securities other than
the Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus reviewed
and consented to by the Representative.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(h) <I>The Underwriting Agreement. </I>This Agreement has been duly authorized, executed and
delivered by the Company and each of the Guarantors.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(i) <I>Authorization of the Securities. </I>(i)&nbsp;The Notes to be purchased by the Underwriters
from the Company are in the form contemplated by the Indenture, have been duly authorized by
the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the
Closing Date, will have been duly executed by the Company and, when authenticated in the
manner provided for in the Indenture and delivered against payment of the purchase price
therefor, will constitute valid and binding agreements of the Company, enforceable in
accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles and will be entitled to
the benefits of the Indenture. (ii)&nbsp;The Guarantees of the Notes will be in the form
contemplated by the Indenture, have been duly authorized by the Guarantors for issuance and
sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been
duly executed by each of the Guarantors and, when the Notes have been authenticated in the
manner provided for in the Indenture and delivered against payment of the purchase price
therefor, will constitute valid and binding agreements of the Guarantors, enforceable in
accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles, and will be entitled to
the benefits of the Indenture.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(j) <I>The Indenture. </I>The Indenture has been duly qualified under the Trust Indenture Act.
The Indenture has been duly authorized by the Company and the Guarantors and, at the
Closing Date, will have been duly executed and delivered by the Company and each of the
Guarantors and will constitute a valid and binding agreement of the Company and each of the
Guarantors, enforceable against the Company and each of the Guarantors in accordance with
its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(k) <I>Description of the Securities and the Indenture</I>. The Notes, the Guarantees of the
Notes and the Indenture will conform in all material respects to the respective statements
relating thereto contained in the Disclosure Package and the Prospectus.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(l) <I>No Material Adverse Change. </I>Except as otherwise disclosed in the Disclosure
Package and the Prospectus (exclusive of any amendment or supplement thereto), including the
documents incorporated by reference therein, (i)&nbsp;there has been no material adverse change,
or any development that could reasonably be expected to result in a material adverse change,
in the condition, financial or otherwise, or in the earnings, business, operations or
prospects, whether or not arising from transactions in the ordinary course of business, of
the Company and its subsidiaries, considered as one entity (any such change is called a
&#147;Material Adverse Change&#148;); (ii)&nbsp;the Company and its subsidiaries, considered as one entity,
have not incurred any material liability or obligation, indirect, direct or contingent, not
in the ordinary course of business nor entered into any material transaction or agreement
not in the ordinary course of business; and (iii)&nbsp;there has been no dividend or distribution
of any kind declared, paid or made by the Company or, except for dividends paid to the
Company or other subsidiaries, any of its subsidiaries on any class of capital stock or
repurchase or redemption by the Company or any of its subsidiaries of any class of capital
stock.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(m) <I>Exchange Act Compliance. </I>The Company is subject to and in compliance in all
material respects with the reporting requirements of Section&nbsp;13 or 15(d) of the Exchange
Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(n) <I>Independent Accountants. </I>Deloitte & Touche LLP, who have expressed their opinion
with respect to the financial statements (which term as used in this Agreement includes the
related notes thereto) and supporting schedules included or incorporated by reference in the
Registration Statement, the Disclosure Package and the Prospectus, are independent public
accountants with respect to the Company as required by the Securities Act and the Exchange
Act and the applicable published rules and regulations thereunder and the rules of the
Public Company Accounting Oversight Board (United States). KPMG Audit Plc, who have
expressed their opinion with respect to the financial statements of UAG UK Holdings Limited,
are independent public accountants with respect to the Company as required by the Securities
Act and the Exchange Act and the applicable published rules and regulations thereunder and
the rules of the Public Company Accounting Oversight Board.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(o) <I>Preparation of Financial Statements. </I>The financial statements filed with the
Commission as a part of and incorporated by reference in the Registration Statement and
included or incorporated by reference in the Disclosure Package and the Prospectus present
fairly in all material respects the consolidated financial position of the Company and its
subsidiaries as of and at the dates indicated and the results of their operations,
stockholders&#146; equity and cash flows for the periods specified. The supporting schedules
included or incorporated by reference in the Registration Statement present fairly the
information required to be stated therein. Such financial statements and supporting
schedules comply as to form with the applicable accounting requirements of Regulation&nbsp;S-X
and have been prepared in conformity with generally accepted accounting principles as
applied in the United States applied on a consistent basis throughout the periods involved,
except as may be expressly stated in the related notes thereto. No other financial
statements or supporting schedules are required to be included or incorporated by reference
in the Registration Statement. The financial data set forth in the Preliminary Prospectus
and the Prospectus under the captions &#147;Prospectus Supplement&#151;Summary Consolidated Financial
Data&#148; and &#147;Capitalization&#148; fairly present in all material respects the information set forth
therein on a basis consistent with that of the audited financial statements incorporated by
reference in the Registration Statement. The Company&#146;s ratios of earnings to fixed charges
set forth in each of the Preliminary Prospectus and the Prospectus under the captions
&#147;Prospectus Supplement&#151;Summary Consolidated Financial Data,&#148; &#147;Prospectus&#151;Consolidated Ratio
of Earnings to Fixed Charges,&#148; and in Exhibit&nbsp;12 to the Registration Statement have been
calculated in compliance in all material respects with the requirements of Item 503(d) of
Regulation&nbsp;S-K under the Securities Act. The interactive data in eXtensible Business
Reporting Language incorporated by reference in the Registration Statement, the Disclosure
Package and the Prospectus fairly present the information called for in all material
respects and have been prepared in accordance with the Commission&#146;s rules and guidelines
applicable thereto.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">All disclosures contained in the Disclosure Package and the Prospectus regarding
&#147;non-GAAP financial measures&#148; (as such term is defined by the rules and regulations of the
Commission) comply with Regulation&nbsp;G under the Exchange Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(p) <I>Incorporation and Good Standing of the Company and its Subsidiaries. </I>Each of the
Company, the Guarantors and each &#147;significant subsidiary&#148; of the Company (as such term is
defined in Rule&nbsp;1-02 of Regulation&nbsp;S-X) (each a &#147;Subsidiary&#148; and, collectively, the
&#147;Subsidiaries&#148;) has been duly incorporated or formed and is validly existing as a
corporation, partnership or limited liability company in good standing under the laws of the
jurisdiction of its incorporation or organization and has corporate or similar power and
authority to own, lease and operate its properties and to conduct its business as described
in the Disclosure Package and the Prospectus and, in the case of the Company and the
Guarantors, to enter into and perform its obligations under each of this Agreement, the
Securities and the Indenture. Each of the Company, each of the Guarantors and each
Subsidiary is duly qualified as a foreign corporation, partnership or limited liability
company, as applicable, to transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except for such jurisdictions where the failure to so
qualify or to be in good standing would not, individually or in the aggregate, result in a
Material Adverse Change. All of the issued and outstanding capital stock or other ownership
interest of each subsidiary has been duly authorized and validly issued, is fully paid and
non-assessable and is owned by the Company, directly or through subsidiaries, free and clear
of any security interest, mortgage, pledge, lien, encumbrance or claim, other than liens
granted pursuant to the Company&#146;s indebtedness as permitted under the Indenture. The
Company does not own or control, directly or indirectly, any corporation, association or
other entity other than the subsidiaries listed in Exhibit&nbsp;21 to the Company&#146;s Annual Report
on Form 10-K for the fiscal year ended December&nbsp;31, 2013, other than entities acquired since
such date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(q) <I>Capitalization and Other Capital Stock Matters. </I>The Company has a capitalization
as set forth in the Disclosure Package and the Prospectus under the heading
&#147;Capitalization&#148;.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(r) <I>Regulations T, U and X</I>. None of the transactions contemplated by this Agreement
(including, without limitation, the use of the proceeds from the sale of the Securities)
will violate or result in a violation of Section&nbsp;7 of the Exchange Act, or any regulation
promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board
of Governors of the Federal Reserve System.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(s) <I>Non-Contravention of Existing Instruments; No Further Authorizations or Approvals
Required</I>. None of the Company, the Guarantors or any of the Subsidiaries is in violation of
its charter, by laws or similar organizational documents or is in default (or, with the
giving of notice or lapse of time, would be in default) (&#147;<B>Default</B>&#148;) under any indenture,
mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to
which the Company, the Guarantors or any of the Subsidiaries is a party or by which it or
any of them may be bound (including, without limitation, the U.S. Credit Agreement and the
U.K. Credit Agreement), or to which any of the property or assets of the Company, the
Guarantors or any of the Subsidiaries is subject (each, an &#147;<B>Existing Instrument</B>&#148;), except
for such Defaults as would not, individually or in the aggregate, result in a Material
Adverse Change. The execution, delivery and performance of this Agreement and the Indenture
by the Company and each Guarantor party thereto, and the issuance and delivery of the
Securities, and consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action and (i)&nbsp;will not result in any violation
of the provisions of the charter, by laws or similar organizational document of the Company
or any Guarantor, (ii)&nbsp;will not conflict with or constitute a breach of, or Default or a
Debt Repayment Triggering Event (as defined below) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the Company or
any Guarantor pursuant to, or require the consent of any other party to, any Existing
Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as
would not, individually or in the aggregate, result in a Material Adverse Change, and (iii)
will not result in any violation of any law, administrative regulation or administrative or
court decree of any arbitrator, court, governmental body, regulatory body, administrative
agency or other authority, body or agency having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties, assets or operations (each, a
&#147;<B>Governmental Entity</B>&#148;). No consent, approval, authorization or other order of, or
registration or filing with, any Governmental Entity is required for the Company&#146;s or any
Guarantor&#146;s execution, delivery and performance of this Agreement or the Indenture or the
issuance and delivery of the Securities and consummation of the transactions contemplated
hereby and thereby, except such as may be required under applicable state securities or blue
sky laws. No consent of any floor plan lender, automobile manufacturer or distributor or
any affiliate of any of the foregoing is required in connection with the sale of the
Securities or the consummation of the transactions contemplated by this Agreement. As used
herein, a &#147;<B>Debt Repayment Triggering Event</B>&#148; means any event or condition which gives, or
with the giving of notice or lapse of time would give, the holder of any note, debenture or
other evidence of indebtedness (or any person acting on such holder&#146;s behalf) the right to
require the repurchase, redemption or repayment of all or a portion of such indebtedness by
the Company or any of its subsidiaries.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(t) <I>No Material Actions or Proceedings. </I>There are no legal or governmental actions,
suits or proceedings pending or, to the best of the Company&#146;s or any Guarantor&#146;s knowledge,
threatened against or affecting the Company or any of its subsidiaries, which has as the
subject thereof any property owned or leased by the Company or any of its subsidiaries,
where in any such case there is a reasonable possibility that such action, suit or
proceeding might be determined adversely to the Company or such subsidiary and any such
action, suit or proceeding, if so determined adversely, would reasonably be expected to
result in a Material Adverse Change or adversely affect the consummation of the transactions
contemplated by this Agreement. No material labor dispute with the employees of the Company
or any of its subsidiaries exists or, to the best of the Company&#146;s knowledge, is threatened
or imminent.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(u) <I>Intellectual Property Rights. </I>The Company and its subsidiaries own or possess
sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade
secrets and other similar rights (collectively, &#147;Intellectual Property Rights&#148;) reasonably
necessary to conduct their businesses as now conducted; and the expected expiration of any
of such Intellectual Property Rights (other than the Intellectual Property Rights granted
pursuant to the Trade Name and Trademark Agreement dated May&nbsp;6, 2008 between the Company and
Penske System, Inc., which is filed with the Commission) would not result in a Material
Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of
infringement or conflict with asserted Intellectual Property Rights of others, which
infringement or conflict, if the subject of an unfavorable decision, could reasonably be
expected to result in a Material Adverse Change.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(v) <I>All Necessary Permits, etc. </I>The Company and each subsidiary possess such valid and
current certificates, authorizations or permits issued by the appropriate state, federal or
foreign regulatory agencies or bodies necessary to conduct their respective businesses, and
neither the Company nor any subsidiary has received any notice of proceedings relating to
the revocation or modification of, or non-compliance with, any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could result in a Material Adverse Change.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(w) <I>Title to Properties. </I>The Company and each of its subsidiaries has good and
marketable title to all the properties and assets reflected as owned in the financial
statements referred to in this Agreement (or elsewhere in the Disclosure Package and the
Prospectus), in each case free and clear of any security interests, mortgages, liens,
encumbrances, equities, claims and other defects, except for the security interests held by
the lenders under the Company&#146;s credit agreements as permitted under the Indenture, any
floor plan lender or such as do not materially and adversely affect the value of such
property and do not materially interfere with the use made or proposed to be made of such
property by the Company or such subsidiary. The real property, improvements, equipment and
personal property held under lease by the Company or any subsidiary are held under valid and
enforceable leases, with such exceptions are not material and as do not materially interfere
with the use made or proposed to be made of such real property, improvements, equipment or
personal property by the Company or such subsidiary.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(x) <I>Tax Law Compliance. </I>The Company and its subsidiaries have filed all necessary
federal, state and foreign income and franchise tax returns or have properly requested
extensions thereof and have paid all taxes required to be paid by any of them and, if due
and payable, any related or similar assessment, fine or penalty levied against any of them
except as may be being contested in good faith and by appropriate proceedings. The Company
has made adequate charges, accruals and reserves in the applicable financial statements
referred to in this Agreement in respect of all federal, state and foreign income and
franchise taxes for all periods as to which the tax liability of the Company or any of its
subsidiaries has not been finally determined.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(y) <I>Company and Guarantors Not an &#147;Investment Company.&#148; </I>Neither the Company nor any
Guarantor is required, and upon the sale of the Securities as herein contemplated and the
use of proceeds as described in the Disclosure Package will be required, to register as an
&#147;investment company&#148; under the Investment Company Act of 1940, as amended (the &#147;<B>Investment
Company Act</B>&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(z) <I>Insurance. </I>The Company, the Guarantors and the Subsidiaries carry or are entitled
to the benefits of insurance, with financially sound and reputable insurers, in such amounts
and covering such risks as it believes prudent, and all such insurance is in full force and
effect in all material respects. Other than what may be inferred from publicly available
information with respect to the insurance industry generally, the Company has no reason to
believe that it, any Guarantor or any Subsidiary will not be able (A)&nbsp;to renew its existing
insurance coverage as and when such policies expire or (B)&nbsp;to obtain comparable coverage
from similar institutions as may be necessary or appropriate to conduct its business as now
conducted and at a cost that would not result in a Material Adverse Change.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(aa) <I>No Price Stabilization or Manipulation. </I>The Company has not taken and will not
take, directly or indirectly, any action designed to or that might be reasonably expected to
cause or result in stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(bb) <I>Solvency</I>. The Company and each of the Guarantors is, and immediately after the
Closing Date will be, Solvent. As used herein, the term &#147;Solvent&#148; means, with respect to
the Company or any Guarantor on a particular date, that on such date (i)&nbsp;the fair market
value of the assets of the Company or such Guarantor, as the case may be, is greater than
the total amount of liabilities (including contingent liabilities) of the Company or such
Guarantor, as the case may be, (ii)&nbsp;the present fair salable value of the assets of the
Company or such Guarantor, as the case may be, is greater than the amount that will be
required to pay the probable liabilities of the Company or such Guarantor, as the case may
be, on its debts as they become absolute and matured, (iii)&nbsp;the Company or such Guarantor,
as the case may be, is able to realize upon its assets and pay its debts and other
liabilities, including contingent obligations, as they mature and (iv)&nbsp;the Company or such
Guarantor, as the case may be, does not have unreasonably small capital.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(cc) <I>Internal Controls and Procedures. </I>The Company on a consolidated basis and UAG UK
Holdings Limited maintain effective internal control over financial reporting (as defined
under Rule&nbsp;13-a15 and 15d-15 under the Exchange Act Regulations) and a system of internal
accounting controls sufficient to provide reasonable assurances that (i)&nbsp;transactions are
executed in accordance with management&#146;s general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles as applied in the United States and
to maintain accountability for assets; (iii)&nbsp;access to assets is permitted only in
accordance with management&#146;s general or specific authorization; (iv)&nbsp;the recorded
accountability for assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in
eXtensible Business Reporting Language incorporated by reference in the Disclosure Package
and the Prospectus and the Issuer Free Writing Prospectus, if any, fairly presents the
information called for in all material respects and is prepared in accordance with the
Commission&#146;s rules and guidelines applicable thereto. Since the end of the Company&#146;s most
recent audited fiscal year, there has been (1)&nbsp;no material weakness in the Company&#146;s
internal control over financial reporting (whether or not remediated) and (2)&nbsp;no change in
the Company&#146;s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company&#146;s internal control over financial
reporting.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(dd) <I>Disclosure Controls. </I>The Company and its subsidiaries maintain an effective system
of &#147;disclosure controls and procedures&#148; (as defined in Rule&nbsp;13a-15(e) of the Exchange Act)
that is designed to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Commission&#146;s rules and forms,
including controls and procedures designed to ensure that such information is accumulated
and communicated to the Company&#146;s management as appropriate to allow timely decisions
regarding required disclosure. The Company and its subsidiaries have carried out
evaluations of the effectiveness of their disclosure controls and procedures as required by
Rule&nbsp;13a-15 of the Exchange Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(ee) <I>Compliance with Environmental Laws</I>. Except as would not, individually or in the
aggregate, result in a Material Adverse Change (i)&nbsp;neither the Company nor any of its
subsidiaries is in violation of any federal, state, local or foreign law or regulation
relating to pollution or protection of human health or the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including without limitation, laws and regulations relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes,
toxic substances, hazardous substances, petroleum and petroleum products (collectively,
&#147;<B>Materials of Environmental Concern</B>&#148;), or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Materials of
Environmental Concern (collectively, &#147;<B>Environmental Laws</B>&#148;), which violation includes, but is
not limited to, noncompliance with any permits or other governmental authorizations required
for the operation of the business of the Company or its subsidiaries under applicable
Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the
Company or any of its subsidiaries received any written communication, whether from a
governmental authority, citizens group, employee or otherwise, that alleges that the Company
or any of its subsidiaries is in violation of any Environmental Law, (ii)&nbsp;there is no claim,
action or cause of action filed with a court or governmental authority, no investigation
with respect to which the Company has received written notice, and no written notice by any
person or entity alleging potential liability for investigatory costs, cleanup costs,
governmental responses costs, natural resources damages, property damages, personal
injuries, attorneys&#146; fees or penalties arising out of, based on or resulting from the
presence, or release into the environment, of any Material of Environmental Concern at any
location owned, leased or operated by the Company or any of its subsidiaries, now or in the
past (collectively, &#147;<B>Environmental Claims</B>&#148;), pending or, to the best of the Company&#146;s and
the Guarantors&#146; knowledge, threatened against the Company or any of its subsidiaries or any
person or entity whose liability for any Environmental Claim the Company or any of its
subsidiaries has retained or assumed either contractually or by operation of law, and (iii)
to the best of the Company&#146;s and the Guarantors&#146; knowledge, there are no past or present
actions, activities, circumstances, conditions, events or incidents, including, without
limitation, the release, emission, discharge, presence or disposal of any Material of
Environmental Concern, that reasonably could result in a violation of any Environmental Law
or form the basis of a potential Environmental Claim against the Company or any of its
subsidiaries or against any person or entity whose liability for any Environmental Claim the
Company or any of its subsidiaries has retained or assumed either contractually or by
operation of law.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(ff) <I>ERISA Compliance</I>. The Company and its subsidiaries and any &#147;employee benefit
plan&#148; (as defined under the Employee Retirement Income Security Act of 1974, as amended, and
the regulations and published interpretations thereunder (collectively, &#147;<B>ERISA</B>&#148;))
established or maintained by the Company, its subsidiaries or their &#147;ERISA Affiliates&#148; (as
defined below) are in compliance in all material respects with ERISA. &#147;<B>ERISA Affiliate</B>&#148;
means, with respect to the Company or a subsidiary, any member of any group of organizations
described in Sections&nbsp;414, or of the Internal Revenue Code of 1986, as amended, and the
regulations and published interpretations thereunder (the &#147;<B>Code</B>&#148;) of which the Company or
such subsidiary is a member. No &#147;reportable event&#148; (as defined under ERISA) has occurred or
is reasonably expected to occur with respect to any &#147;employee benefit plan&#148; established or
maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No &#147;employee
benefit plan&#148; established or maintained by the Company, its subsidiaries or any of their
ERISA Affiliates, if such &#147;employee benefit plan&#148; were terminated, would have any &#147;amount of
unfunded benefit liabilities&#148; (as defined under ERISA). Neither the Company, its
subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur
any liability under Title IV of ERISA with respect to termination of, or withdrawal from,
any &#147;employee benefit plan&#148; or (ii)&nbsp;Sections&nbsp;412, 4971, 4975 or 4980B of the Code. Each
&#147;employee benefit plan&#148; established or maintained by the Company, its subsidiaries or any of
their ERISA Affiliates that is intended to be qualified under Section&nbsp;401 of the Code is so
qualified and nothing has occurred, whether by action or failure to act, which would cause
the loss of such qualification.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(gg) <I>No Default in Senior Indebtedness. </I>No event of default exists under any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or instrument
constituting Senior Indebtedness (as defined in the Indenture).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(hh) <I>No Unlawful Contributions or Other Payments</I>. Neither the Company nor any of its
subsidiaries nor, to the knowledge of the Company or any of the Guarantors, any of their
respective directors, officers, agents employees, affiliates or other person acting on
behalf of the Company or any of its subsidiaries is aware of or has taken any action,
directly or indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the
&#147;FCPA&#148;) including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment,
promise to pay or authorization of the payment of any money, or other property, gift,
promise to give, or authorization of the giving of anything of value to any &#147;foreign
official&#148; (as such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the FCPA and the
Company, its subsidiaries and, to the knowledge of the Company, its affiliates have
conducted their businesses in compliance with the FCPA and have instituted, maintain and
enforce policies and procedures designed to ensure, and which are reasonably expected to
continue to ensure, continued compliance therewith. In addition, none of the Company or any
of its subsidiaries, or to the knowledge of the Company or any of the Guarantors, any of
their respective directors, officers, agents, employees, affiliates or other person acting
on behalf of the Company or any of its subsidiaries is aware of or has taken any action,
directly or indirectly, that would result in a violation by such persons of the U.K. Bribery
Act 2010 or any other applicable anti-bribery or anti-corruption law.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(ii) <I>No Conflict with Money Laundering Laws</I>. The operations of the Company and its
subsidiaries are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all applicable
jurisdictions, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines issued, administered or enforced by any governmental agency
(collectively, the &#147;<B>Money Laundering Laws</B>&#148;) and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the
best knowledge of the Company and the Guarantors, threatened.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(jj) <I>No Conflict with Sanctions Laws</I>. Neither the Company nor any of its subsidiaries
nor, to the knowledge of the Company or any of the Guarantors, any of their respective
directors, officers, agents employees, affiliates or other person acting on behalf of the
Company or any of its subsidiaries is currently the subject of or has been designated by an
agency to be the target of any sanctions administered or enforced by the Office of Foreign
Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S.
Department of State, the United Nations Security Council, the European Union, Her Majesty&#146;s
Treasury, or other relevant sanctions authority (collectively, &#147;<B>Sanctions</B>&#148;), nor is the
Company or any of its subsidiaries located, organized or resident in a country or territory
that is the subject or target of Sanctions. The Company will not, directly or indirectly,
use the proceeds of the offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person, (i)&nbsp;to fund any
activities of or business with any person that, at the time of such funding, is the subject
or target of Sanctions, or is in Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan or in
any other country or territory, that, at the time of such funding, is the subject of
Sanctions, or (ii)&nbsp;in any other manner that will result in a violation by any person
(including any person participating in the offering, whether as underwriter, advisor,
investor or otherwise) of Sanctions.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(kk) <I>Compliance with the Sarbanes-Oxley Act</I>. There is and has been no failure on the
part of the Company or, to the Company&#146;s knowledge, any of the Company&#146;s directors or
officers, in their capacities as such, to comply in all material respects with any provision
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection
therewith (the &#147;<B>Sarbanes-Oxley Act</B>&#148;), including Section&nbsp;402 related to loans and Sections
302 and 906 related to certifications.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any certificate signed by an officer of the Company or any Guarantor and delivered to the
Representative or to counsel for the Underwriters shall be deemed to be a representation and
warranty by the Company or such Guarantor to each Underwriter as to the matters set forth therein,
to the extent such certificate states it is a representation and warranty.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>Purchase and Sale</U>. On the basis of the representations, warranties and agreements
herein contained and subject to the terms and conditions herein set forth, the Company and the
Guarantors agree to sell to each Underwriter, and each Underwriter, severally and not jointly,
agrees to purchase from the Company and the Guarantors the aggregate principal amount of Securities
set forth opposite such Underwriter&#146;s name on Schedule&nbsp;A hereto. The purchase price per Note to be
paid by the several Underwriters to the Company shall be equal to 98.875% of the principal amount
thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>Delivery and Payment; Representations and Warranties and Covenants of the
Underwriters</U>.


<P align="left" style="font-size: 12pt; text-indent: 7%">(a)&nbsp;<I>Payment</I>. Payment of the purchase price for, and delivery of global certificates for, the
Securities shall be made at the office of Shearman & Sterling LLP, 599 Lexington Avenue, New York,
New York, 10022, or at such other place as shall be agreed upon by the Representative and the
Company, at 9:00&nbsp;A.M. (Eastern time) on the third business day after the date hereof, or such other
time not later than three business days after such date as shall be agreed upon by the
Representative and the Company (such time and date of payment and delivery being herein called the
&#147;<B>Closing Date</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 7%">Payment shall be made to the Company by wire transfer of immediately available funds to a bank
account designated by the Company, against delivery to the Underwriters of certificates for the
purchased Securities.


<P align="left" style="font-size: 12pt; text-indent: 7%">(b)&nbsp;<I>Denominations; Registration. </I>Global Certificates for the Securities shall be registered
in the name of Cede & Co., as nominee of DTC, and shall be in such denominations ($2,000 or
integral multiples of $1,000 in excess thereof) as the Representative may request in writing at
least one full business day before the Closing Date. The global certificates representing the
Securities shall be made available for examination and packaging by the Representative in The City
of New York not later than 10:00&nbsp;A.M. on the last business day prior to the Closing Date.


<P align="left" style="font-size: 12pt; text-indent: 7%">(c)&nbsp;<I>Public Offering of the Notes</I>. The Representative hereby advises the Company that the
Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the
Prospectus, their respective portions of the Securities as soon after this Agreement has been
executed by the Representative, in its sole judgment, and has determined is advisable and
practicable.


<P align="left" style="font-size: 12pt; text-indent: 7%">(d)&nbsp;<I>Delivery of Prospectus to the Underwriters</I>. Not later than 10:00&nbsp;A.M. on the second
business day following the date the Securities are first released by the Underwriters for sale to
the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such
quantities and at such places as the Representative shall reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U>Covenants</U>. The Company and the Guarantors, jointly and severally, covenant with
the Underwriters as follows:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(a) <I>Representative Review of Proposed Amendments and Supplements. </I>During the period
beginning at the Applicable Time and ending on the later of the Closing Date or such date,
as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by
law to be delivered in connection with sales by an Underwriter or dealer, including in
circumstances where such requirement may be satisfied pursuant to Rule&nbsp;172 (the &#147;<B>Prospectus
Delivery Period</B>&#148;), prior to amending or supplementing the Registration Statement, the
Disclosure Package or the Prospectus, the Company shall furnish to the Representative for
review a copy of each such proposed amendment or supplement, and neither the Company nor the
Guarantors shall file or use any such proposed amendment or supplement to which the
Representative reasonably object.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(b) <I>Securities Act Compliance. </I>After the date of this Agreement and during the
Prospectus Delivery Period, the Company shall promptly advise the Representative in writing
(i)&nbsp;when the Registration Statement, if not effective at the Applicable Time, shall have
become effective, (ii)&nbsp;of the receipt of any comments of, or requests for additional or
supplemental information from, the Commission, (iii)&nbsp;of the time and date of any filing of
any post-effective amendment to the Registration Statement or any amendment or supplement to
any Preliminary Prospectus or the Prospectus, (iv)&nbsp;of the time and date that any
post-effective amendment to the Registration Statement becomes effective, and (v)&nbsp;of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of any order or notice preventing or suspending the use of the
Registration Statement, any Preliminary Prospectus or the Prospectus, or of any receipt by
the Company of any notification with respect to the suspension of the qualification of the
Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings
for any of such purposes (including any notice or order pursuant to Section&nbsp;8A or Rule
401(g)(2) of the Securities Act). The Company shall use commercially reasonable efforts to
prevent the issuance of any such stop order or notice of prevention or suspension of such
use. If the Commission shall enter any such stop order or issue any such notice at any
time, the Company will use commercially reasonable efforts to obtain the lifting or reversal
of such order or notice at the earliest possible moment, or, subject to Section&nbsp;4(a), will
file an amendment to the Registration Statement or will file a new registration statement
and use its best efforts to have such amendment or new registration statement declared
effective as soon as practicable. Additionally, the Company agrees that it shall comply
with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act,
including with respect to the timely filing of documents thereunder, and will use
commercially reasonable efforts to confirm that any filings made by the Company under such
Rule 424(b) were received in a timely manner by the Commission.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(c) <I>Exchange Act Compliance. </I>During the Prospectus Delivery Period, the Company will
file all documents required to be filed with the Commission and the New York Stock Exchange
pursuant to Section&nbsp;13, 14 or 15 of the Exchange Act in the manner and within the time
periods required by the Exchange Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(d) <I>Final Term Sheet. </I>The Company will prepare a final term sheet in a form approved
by the Representative, and will file such term sheet pursuant to Rule 433(d) under the
Securities Act within the time required by such rule (such term sheet, the &#147;<B>Final Term
Sheet</B>&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(e) <I>Permitted Free Writing Prospectuses. </I>The Company represents that it has not made,
and agrees that, unless it obtains the prior written consent of the Representative, it will
not make, any offer relating to the Notes that constitutes or would constitute an Issuer
Free Writing Prospectus or that otherwise constitutes or would constitute a &#147;free writing
prospectus&#148; (as defined in Rule&nbsp;405 of the Securities Act) or a portion thereof required to
be filed by the Company with the Commission or retained by the Company under Rule&nbsp;433 of the
Securities Act; <I>provided </I>that the prior written consent of the Representative shall be
deemed to have been given in respect of the Free Writing Prospectuses included in Schedule&nbsp;C
hereto. Any such free writing prospectus consented to by the Representative is hereinafter
referred to as a &#147;<B>Permitted Free Writing Prospectus</B>.&#148; The Company agrees that (i)&nbsp;it has
treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an
Issuer Free Writing Prospectus, and (ii)&nbsp;has complied and will comply, as the case may be,
with the requirements of Rules&nbsp;164 and 433 of the Securities Act applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the Commission,
legending and record keeping. The Company consents to the use by any Underwriter of a free
writing prospectus that (a)&nbsp;is not an &#147;issuer free writing prospectus&#148; as defined in
Rule&nbsp;433, or (b)&nbsp;contains only (1)&nbsp;information describing the preliminary terms of the
Securities or their offering, (2)&nbsp;information that describes the final terms of the
Securities or their offering and that is included in the Final Term Sheet of the Company
contemplated in Section&nbsp;1(d) or (3)&nbsp;information permitted under Rule&nbsp;134 under the
Securities Act; <I>provided </I>that each Underwriter severally covenants with the Company not to
take any action without the Company&#146;s consent which consent shall be confirmed in writing
that would result in the Company being required to file with the Commission under Rule
433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such
Underwriter that otherwise would not be required to be filed by the Company thereunder, but
for the action of the Underwriter.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(f) <I>Amendments and Supplements to the Registration Statement, Disclosure Package and
Prospectus and Other Securities Act Matters. </I>If, during the Prospectus Delivery Period, any
event or development shall occur or condition exist as a result of which it is, in the
judgment of the Company, the Representative or counsel for the Underwriters, necessary to
amend or supplement the Disclosure Package or the Prospectus, or to file under the Exchange
Act any document incorporated by reference in the Disclosure Package or the Prospectus, as
then amended or supplemented, to correct an untrue statement of material fact, or to include
a statement of material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made or then prevailing, as the case may be, not
misleading, or if in the judgment of the Company, Representative or counsel for the
Underwriters it is otherwise necessary to amend or supplement the Registration Statement,
the Disclosure Package or the Prospectus, or to file under the Exchange Act any document
incorporated by reference in the Disclosure Package or the Prospectus, or to file a new
registration statement containing the Prospectus, in order to comply with law, including in
connection with the delivery of the Prospectus, the Company&nbsp;agrees to (i)&nbsp;notify the
Representative of any such event or condition and (ii)&nbsp;promptly prepare (subject to
Section&nbsp;4(a)&nbsp;and 4(e)&nbsp;hereof), file with the Commission (and use its best efforts to have
any amendment to the Registration Statement or any new registration statement to be declared
effective)&nbsp;and furnish at its own expense to the Underwriters and to dealers, amendments or
supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any
new registration statement, necessary in order to make the statements in the Disclosure
Package or the Prospectus as so amended or supplemented, in the light of the circumstances
under which they were made or then prevailing, as the case may be, not misleading or so that
the Registration Statement, the Disclosure Package or the Prospectus, as amended or
supplemented, will comply with law.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(g) <I>Copies of Any Amendments and Supplements to the Prospectus. </I>The Company agrees to
furnish to the Representative, without charge, during the Prospectus Delivery Period, as
many copies of the Prospectus and any amendments and supplements thereto (including any
documents incorporated or deemed incorporated by reference therein) and the Disclosure
Package as the Representative may request.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(h) <I>Copies of the Registration Statements and the Prospectus. </I>The Company will furnish
to the Representative and counsel for the Underwriters signed copies of the Registration
Statement and of each amendment thereto (including exhibits filed therewith or incorporated
by reference therein and documents incorporated or deemed to be incorporated by reference
therein) and, during the Prospectus Delivery Period, as many copies of each Preliminary
Prospectus, the Prospectus and any supplement thereto and the Disclosure Package as the
Representative may reasonably request.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(i) <I>Blue Sky Compliance. </I>The Company and the Guarantors shall cooperate with the
Representative and counsel for the Underwriters to qualify or register the Securities for
offering and sale under (or obtain exemptions from the application of) the state securities
or blue sky laws or Canadian provincial securities laws or other foreign laws of those
jurisdictions designated by the Representative and consented to by the Company, and the
Company and the Guarantors shall comply in all material respects with such laws and shall
continue such qualifications, registrations and exemptions in effect so long as required for
the distribution of the Securities. Neither the Company nor any Guarantor shall be required
to (i)&nbsp;qualify as a foreign corporation or other entity or as a dealer in securities in any
such jurisdiction where it would not otherwise be required to so qualify, (ii)&nbsp;file any
general consent to service of process in any such jurisdiction or (iii)&nbsp;subject itself to
taxation in respect of doing business in any such jurisdiction if it is not otherwise so
subject. The Company and the Guarantors will advise the Representative promptly of the
suspension of the qualification or registration of (or any such exemption relating to) the
Securities for offering, sale or trading in any jurisdiction or any initiation or threat of
any proceeding for any such purpose, and in the event of the issuance of any order
suspending such qualification, registration or exemption, the Company and the Guarantors
shall use their best efforts to obtain the withdrawal thereof at the earliest possible
moment.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(j) <I>DTC. </I>The Company and the Guarantors will cooperate with the Representative and use
their commercially reasonable efforts to permit the Securities to be eligible for clearance
and settlement through the facilities of DTC.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(k) <I>Use of Proceeds. </I>The Company and the Guarantors will use the net proceeds received
by it from the sale of the Securities in the manner specified in the Disclosure Package and
the Prospectus under &#147;Use of Proceeds.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(l) <I>Restriction on Sale of Securities. </I>During a period of 30&nbsp;days from the date of the
Prospectus, the Company will not, without the prior written consent of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, directly or indirectly, issue, sell, offer or agree to
sell, grant any option for the sale of, or otherwise dispose of, any other debt securities
of the Company. For clarification purposes, the foregoing sentence shall not apply to (i)
the Securities to be sold hereunder, (ii)&nbsp;borrowings under the Company&#146;s existing revolving
credit and existing or new floor plan or similar facilities, (iii)&nbsp;any sale-leaseback or
mortgage transactions and (iv)&nbsp;seller paper.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(m) <I>Earnings Statement. </I>As soon as practicable, the Company will make generally
available to its security holders and to the Representative an earnings statement (which
need not be audited) covering a period of at least twelve months beginning with the first
fiscal quarter of the Company occurring after the &#147;effective date&#148; (as defined in Rule&nbsp;158
under the Securities Act) of the Registration Statement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(n) <I>Reporting Obligations. </I>During the Prospectus Delivery Period the Company and the
Guarantors shall file all documents required to be filed with the Commission pursuant to the
Exchange Act and the rules and regulations of the Commission thereunder within the time
periods required thereby.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(o) <I>Filing Fees. </I>The Company agrees to pay the required Commission filing fees
relating to the Securities within the time required by Rule&nbsp;456(b)(1) of the Securities Act
without regard to the proviso therein and otherwise in accordance with Rules&nbsp;456(b) and
457(r) of the Securities Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(p) <I>Compliance with Sarbanes-Oxley Act. </I>During the Prospectus Delivery Period, the
Company will comply with all applicable securities and other laws, rules and regulations,
including, without limitation, the Sarbanes-Oxley Act, and use its best efforts to cause the
Company&#146;s directors and officers, in their capacities as such, to comply with such laws,
rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley
Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(q) <I>Future Reports to the Representative. </I>At any time when the Company is not subject
to Section&nbsp;13 or 15 of the Exchange Act and any Securities remain outstanding, the Company
will furnish to the Representative (i)&nbsp;to the extent not available on the Commission&#146;s EDGAR
filing system, as soon as practicable after the end of each fiscal year, copies of the
Annual Report of the Company containing the balance sheet of the Company as of the close of
such fiscal year and statements of operations, shareholders&#146; equity and cash flows for the
year then ended and the report thereon of the Company&#146;s independent public or certified
public accountants; (ii)&nbsp;to the extent not available on the Commission&#146;s EDGAR filing
system, as soon as practicable after the filing thereof, copies of each proxy statement,
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other report filed by the Company with the Commission, FINRA or any securities exchange; and
(iii)&nbsp;as soon as available, copies of any report or communication of the Company&nbsp;mailed
generally to holders of its capital stock or debt securities (including the holders of the
Securities), if, in each case, such documents are not filed with the Commission within the
time periods specified by the Commission&#146;s rules and regulations&nbsp;under Section&nbsp;13&nbsp;or 15&nbsp;of
the Exchange Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(r) <I>No Manipulation of Price. </I>The Company will not take, directly or indirectly, any
action designed to cause or result in, or that has constituted or might reasonably be
expected to constitute, under the Exchange Act or otherwise, the stabilization or
manipulation of the price of any securities of the Company to facilitate the sale or resale
of the Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(s) <I>Notice of Inability to Use Automatic Shelf Registration Statement Form</I>. If at any
time during the Prospectus Delivery Period, the Company receives from the Commission a
notice pursuant to Rule&nbsp;401(g)(2) or otherwise ceases to be eligible to use the automatic
shelf registration statement form, the Company will (i)&nbsp;promptly notify the Representative,
(ii)&nbsp;promptly file a new registration statement or post-effective amendment on the proper
form relating to the Notes, in a form satisfactory to the Representative, (iii)&nbsp;use its best
efforts to cause such registration statement or post-effective amendment to be declared
effective and (iv)&nbsp;promptly notify the Representative of such effectiveness. The Company
will take all other action necessary or appropriate to permit the public offering and sale
of the Notes to continue as contemplated in the registration statement that was the subject
of the Rule&nbsp;401(g)(2) notice or for which the Company has otherwise become ineligible.
References herein to the Registration Statement shall include such new registration
statement or post-effective amendment, as the case may be.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;<U>Payment of Expenses</U><I>.</I>


<P align="left" style="font-size: 12pt; text-indent: 7%">(a)&nbsp;<I>Expenses</I>. The Company and the Guarantors shall pay all expenses incident to the
performance of their obligations under this Agreement, including (i)&nbsp;the preparation, printing,
delivery to the Underwriters and any filing of the Preliminary Prospectus, the Prospectus and of
each amendment or supplement thereto, (ii)&nbsp;the preparation, printing and delivery to the
Underwriters of this Agreement, the Indenture, the Securities, and such other documents as may be
required in connection with the offer, purchase, sale, issuance or delivery of the Securities or
the preparation, issuance and delivery of the certificates for the Securities to the Underwriters,
including any transfer taxes, any stamp or other duties payable upon the sale, issuance and
delivery of the Securities to the Underwriters, (iii)&nbsp;the fees and disbursements of the Company&#146;s
and the Guarantors&#146; counsel, accountants and other advisors, (iv)&nbsp;the qualification of the
Securities under securities laws in accordance with the provisions of Section 4(i) hereof,
including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of the Blue Sky Survey and any
supplement thereto in an amount not to exceed $5,000, (v)&nbsp;any fees of the Financial Industry
Regulatory Authority, Inc. (&#147;FINRA&#148;) in connection with the Securities, (vi)&nbsp;the fees and expenses
of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with
the Indenture and the Securities, (vii)&nbsp;one half of the costs and expenses of the Company relating
to investor presentations on any &#147;road show&#148; undertaken in connection with the marketing of the
Securities including, without limitation, expenses associated with the production of road show
slides and graphics, travel and lodging expenses of the representatives and officers of the
Company, and the cost of aircraft and other transportation chartered in connection with the road
show, (viii)&nbsp;any fees payable in connection with any rating of the Securities and (ix)&nbsp;any fees and
expenses payable in connection with the approval of the Securities for book-entry transfer by DTC.


<P align="left" style="font-size: 12pt; text-indent: 7%">(b)&nbsp;<I>Termination of Agreement</I>. If this Agreement is terminated by the Representative in
accordance with the provisions of Section&nbsp;6 or Section&nbsp;10(a)(i) hereof, the Company and the
Guarantors shall reimburse the Underwriters for all of their out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;<U>Conditions of the Underwriters&#146; Obligations</U>. The obligations of the Underwriters
hereunder are subject to the accuracy of the representations and warranties of the Company and each
of the Guarantors contained in Section&nbsp;1 hereof as of the date hereof and as of the Closing Date,
and to the accuracy of the representations and warranties of the Company and each of the Guarantors
in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the
provisions hereof, to the performance by the Company and each of the Guarantors of its respective
covenants and other obligations hereunder, and to the following further conditions:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(a) <I>No Downgrade. </I>Subsequent to the execution and delivery of this Agreement, (i)&nbsp;no
downgrading shall have occurred in the rating accorded the Securities or any other debt
securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries
by any &#147;nationally recognized statistical rating organization,&#148; as such term is defined by
the Commission for purposes of Section&nbsp;3(a)(62) of the Exchange Act; and (ii)&nbsp;no such
organization shall have publicly announced that it has under surveillance or review, or has
changed its outlook with respect to, its rating of the Securities or of any other debt
securities or preferred stock issued or guaranteed by the Company, the Guarantors or any of
their subsidiaries (other than an announcement with positive implications of a possible
upgrading).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(b) <I>Opinion of Counsel for Company and the Guarantors</I>. At the Closing Date, the
Representative shall have received (1)&nbsp;the favorable opinion, dated as of such Closing Date,
of Freshfields Bruckhaus Deringer US LLP, counsel for the Company and the Guarantors, in
form and substance satisfactory to counsel for the Underwriters, to the effect set forth in
Exhibit&nbsp;A(1) hereto and (2)&nbsp;the favorable opinion, dated as of such Closing Date, of Shane
M. Spradlin, Executive Vice President and General Counsel of the Company, in form and
substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit
A(2) hereto and to such further effect as counsel to the Underwriters may reasonably
request.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(c) <I>Opinion of Counsel for Underwriters</I>. At the Closing Date, the Representative shall
have received the favorable opinion, dated as of such Closing Date, of Shearman & Sterling,
LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the
Underwriters.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(d) <I>Officers&#146; Certificate. </I>At the Closing Date, there shall not have been, since the
Applicable Time or since the respective dates as of which information is given in the
Disclosure Package or the Prospectus (exclusive of any amendments or supplements thereto
subsequent to the Applicable Time), any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the ordinary course
of business, and the Representative shall have received a certificate of the President or a
Vice President of the Company and of the chief financial or chief accounting officer of the
Company, dated as of such Closing Date, to the effect that (i)&nbsp;there has been no such
material adverse change, (ii)&nbsp;the representations and warranties in Section&nbsp;1 hereof are
true and correct with the same force and effect as though expressly made at and as of the
Closing Date, and (iii)&nbsp;the Company and each of the Guarantors has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied at or prior
to such Closing Date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(e) <I>Accountants&#146; Comfort Letters</I>. At the time of the execution of this Agreement, the
Representative shall have received from (1)&nbsp;Deloitte & Touche LLP a letter dated such date,
in form and substance satisfactory to the Representative, together with signed or reproduced
copies of such letter for the other Underwriters, containing statements and information of
the type ordinarily included in the accountants&#146; &#147;comfort letters&#148; to Underwriters with
respect to the financial statements of the Company and covering certain financial
information included in or incorporated by reference in the Disclosure Package and other
customary information and (2)&nbsp;KPMG Audit Plc a letter dated such date, in form and substance
satisfactory to the Representative, together with signed or reproduced copies of such letter
for the other Underwriters, relating to UAG UK Holdings Limited.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(f) <I>Bring-down Comfort Letter. </I>On the Closing Date, the Representative shall have
received from Deloitte & Touche LLP and KPMG Audit Plc, respectively, a letter dated such
date, in form and substance satisfactory to the Representative, to the effect that they
reaffirm the statements made in the letter furnished pursuant to subsection (e)&nbsp;of this
Section, except that (i)&nbsp;it shall cover certain financial information included in or
incorporated by reference to the Prospectus and any amendment or supplement thereto and (ii)
the specified date referred to therein for the carrying out of procedures shall be a date
not more than three business days prior to such Closing Date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(g) <I>DTC</I>. On the Closing Date, the Securities shall be eligible for clearance and
settlement through DTC.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(h) <I>Indenture and Securities</I>. At the Closing Date, the Company, the Guarantors and the
Trustee shall have executed and delivered the Indenture and the Securities.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(i) <I>Compliance with Registration Requirements; No Stop Order; No Objection from FINRA.</I>
For the period from and after effectiveness of this Agreement and prior to the Closing Date
and, with respect to the Securities:



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 6%">(i)&nbsp;the Company shall have filed the Prospectus with the Commission (including
the information required by Rules&nbsp;430A, 430B and 430C under the Securities Act) in
the manner and within the time period required by Rule 424(b) under the Securities
Act;



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 6%">(ii)&nbsp;the Final Term Sheet, and any other material required to be filed by the
Company pursuant to Rule 433(d) under the Securities Act shall have been filed with
the Commission within the applicable time periods prescribed for such filings under
such Rule&nbsp;433; and



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 6%">(iii)&nbsp;no stop order suspending the effectiveness of the Registration Statement,
or any post-effective amendment to the Registration Statement, shall be in effect and
no proceedings for such purpose or pursuant to Section&nbsp;8A of the Securities Act shall
have been instituted or threatened by the Commission; and the Company shall not have
received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Securities
Act objecting to use of the automatic shelf registration statement form.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(j) <I>Additional Documents. </I>At the Closing Date, counsel for the Underwriters shall have
been furnished with such documents and opinions as they may require for the purpose of
enabling them to pass upon the issuance and sale of the Securities as herein contemplated,
or in order to evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings taken by the
Company and each of the Guarantors in connection with the issuance and sale of the
Securities as herein contemplated shall be satisfactory in form and substance to the
Representative and counsel for the Underwriters.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(k) <I>Termination of Agreement. </I>If any condition specified in this Section shall not
have been fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Representative by notice to the Company and the Guarantors at any time on or prior to
the Closing Date, and such termination shall be without liability of any party to any other
party, except as provided in Section&nbsp;5 and except that Sections&nbsp;1, 7, 8, 9 and 18 shall
survive any such termination and remain in full force and effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;<U>Indemnification</U>.


<P align="left" style="font-size: 12pt; text-indent: 7%">(a)&nbsp;<I>Indemnification of the Underwriters. </I>The Company and each Guarantor, jointly and
severally, agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is
defined in Rule 501(b) under the Securities Act (each, an &#147;<B>Affiliate</B>&#148;)), its selling agents and
each person, if any, who controls any Underwriter within the meaning of Section&nbsp;15 of the
Securities Act or Section&nbsp;20 of the Exchange&nbsp;Act as follows:



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 6%">(i)&nbsp;against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, arising out of any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Preliminary Prospectus,
any Issuer Free Writing Prospectus, any &#147;roadshow&#148; as defined in Rule&nbsp;433 of the
Securities Act or the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made,
not misleading;



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 6%">(ii)&nbsp;against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, to the extent of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section&nbsp;7(d) below) any such settlement is effected with the written
consent of the Company; and



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 6%">(iii)&nbsp;against any and all expense whatsoever, as incurred (including the fees
and disbursements of counsel chosen by such Underwriter), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is not paid under
(i)&nbsp;or (ii)&nbsp;above;


<P align="left" style="font-size: 12pt"><I>provided, however</I>, that this indemnity agreement shall not apply to any loss, liability, claim,
damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with the Underwriter Information (as
defined herein).


<P align="left" style="font-size: 12pt; text-indent: 7%">(b)&nbsp;<I>Indemnification of Company. </I>Each Underwriter, severally and not jointly, agrees to
indemnify and hold harmless the Company and each person, if any, who controls the Company within
the meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act against any and
all loss, liability, claim, damage and expense described in the indemnity contained in subsection
(a)&nbsp;of this Section, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Preliminary Prospectus, any Issuer Free Writing
Prospectus or the Prospectus, in reliance upon and in conformity with the Underwriter Information
furnished to the Company by such Underwriter expressly for use therein; it being understood and
agreed that the only such information furnished by any Underwriter consists of the names of the
Underwriters appearing on the cover page of the Preliminary Prospectus and the Prospectus and the
sixth paragraph of text and the first sentence of the tenth paragraph of text under the caption
&#147;Underwriting&#148; in the Preliminary Prospectus and the Prospectus (collectively, the &#147;<B>Underwriter
Information</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 7%">(c)&nbsp;<I>Actions Against Parties; Notification. </I>Each indemnified party shall give notice as
promptly as reasonably practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party
shall not relieve such indemnifying party from any liability under this Section&nbsp;7 to the extent it
is not materially prejudiced as a result thereof and in any event shall not relieve it from any
liability which it may have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section&nbsp;7(a) above, counsel to the indemnified parties shall be
selected by such Underwriter, and, in the case of parties indemnified pursuant to Section&nbsp;7(b)
above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party
may participate at its own expense in the defense of any such action<I>; provided, however, </I>that
counsel to the indemnifying party shall not (except with the consent of the indemnified party) also
be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or contribution could be
sought under this Section or Section&nbsp;8 hereof (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)&nbsp;includes an
unconditional release of each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii)&nbsp;does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party.


<P align="left" style="font-size: 12pt; text-indent: 7%">(d)&nbsp;<I>Settlement Without Consent if Failure to Reimburse. </I>If at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Section&nbsp;7(a)(ii) effected without its written consent if (i)&nbsp;such settlement is
entered into more than 90&nbsp;days after receipt by such indemnifying party of the aforesaid request,
(ii)&nbsp;such indemnifying party shall have received notice of the terms of such settlement at least 45
days prior to such settlement being entered into and (iii)&nbsp;such indemnifying party shall not have
reimbursed such indemnified party in accordance with such request prior to the date of such
settlement.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;<U>Contribution</U>.


<P align="left" style="font-size: 12pt; text-indent: 7%">If the indemnification provided for in Section&nbsp;7 hereof is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i)&nbsp;in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors on the one hand and the Underwriters on the
other hand from the offering of the Securities pursuant to this Agreement or (ii)&nbsp;if the allocation
provided by clause (i)&nbsp; is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i)&nbsp;above but also the relative fault
of the Company and the Guarantors on the one hand and the Underwriters on the other hand in
connection with the statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.


<P align="left" style="font-size: 12pt; text-indent: 7%">The relative benefits received by the Company and the Guarantors, on the one hand, and the
Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total net proceeds from
the offering of the Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the Guarantors, and the total underwriting discount received by the Underwriters,
in each case as set forth on the front cover page of the Prospectus bear to the aggregate initial
public offering price of the Securities as set forth on such cover.


<P align="left" style="font-size: 12pt; text-indent: 7%">The relative fault of the Company and the Guarantors, on the one hand, and the Underwriters,
on the other hand, shall be determined by reference to, among other things, whether any such untrue
or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company and the Guarantors, on the one hand, or the
Underwriters, on the other hand, and the parties&#146; relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


<P align="left" style="font-size: 12pt; text-indent: 7%">The Company, the Guarantors and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this Section. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.


<P align="left" style="font-size: 12pt; text-indent: 7%">Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Securities purchased and
sold by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.


<P align="left" style="font-size: 12pt; text-indent: 7%">No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


<P align="left" style="font-size: 12pt; text-indent: 7%">For purposes of this Section, each person, if any, who controls an Underwriter within the
meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act and such
Underwriter&#146;s Affiliates and selling agents shall have the same rights to contribution as such
Underwriter, and each person, if any, who controls the Company and any of the Guarantors within the
meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act shall have the same
rights to contribution as the Company and any Guarantor. The Underwriters&#146; respective obligations
to contribute pursuant to this Section&nbsp;8 are several in proportion to the aggregate principal
amount of Notes set forth opposite their respective names in Schedule&nbsp;A hereto and not joint.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>Representations, Warranties and Agreements to Survive</U>.


<P align="left" style="font-size: 12pt; text-indent: 7%">All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company or any of its subsidiaries or any Guarantor submitted pursuant hereto
shall remain operative and in full force and effect, regardless of (i)&nbsp;any investigation made by or
on behalf of any Underwriter or its Affiliates or selling agents, any person controlling an
Underwriter, its officers or directors, any person controlling the Company or any Guarantor and
(ii)&nbsp;delivery of and payment for the Securities.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;<U>Termination of this Agreement</U>.


<P align="left" style="font-size: 12pt; text-indent: 7%">(a)&nbsp;<I>Termination; General</I>. The Representative may terminate this Agreement, by notice to the
Company and the Guarantors, at any time at or prior to the Closing Date (i)&nbsp;if there has been,
since the Applicable Time or since the date as of which information is given in the Disclosure
Package or the Prospectus (exclusive of any amendments or supplements thereto subsequent to the
date of this Agreement), any material adverse change in the condition, financial or otherwise, or
in the earnings, business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business, or (ii)&nbsp;if
there has occurred any material adverse change in the financial markets in the United States or the
international financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the effect of which is such
as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with
the offering, sale or delivery of the Securities or to enforce contracts for the sale of the
Securities, or (iii)&nbsp;if trading in any securities of the Company has been suspended or materially
limited by the Commission or the New York Stock Exchange (&#147;NYSE&#148;), or if trading generally on the
NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the Commission, the FINRA or any other governmental
authority, or (iv)&nbsp;a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States or (v)&nbsp;if a banking moratorium has been
declared by either Federal or New York authorities.


<P align="left" style="font-size: 12pt; text-indent: 7%">(b)&nbsp;<I>Liabilities</I>. If this Agreement is terminated pursuant to this Section, such termination
shall be without liability of any party to any other party except as provided in Section&nbsp;5 hereof,
and provided further that Sections&nbsp;1, 7, 8, 9 and 18 shall survive such termination and remain in
full force and effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;<U>Tax Disclosure</U><I>. </I>Notwithstanding any other provision of this Agreement,
immediately upon commencement of discussions with respect to the transactions contemplated hereby,
the Company (and each employee, representative or other agent of the Company) may disclose to any
and all persons, without limitation of any kind, the tax treatment and tax structure of the
transactions contemplated by this Agreement and all materials of any kind (including opinions or
other tax analyses) that are provided to the Company relating to such tax treatment and tax
structure. For purposes of the foregoing, the term &#147;tax treatment&#148; is the purported or claimed
federal income tax treatment of the transactions contemplated hereby, and the term &#147;tax structure&#148;
includes any fact that may be relevant to understanding the purported or claimed federal income tax
treatment of the transactions contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;<U>Notices</U>. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Underwriters shall be directed to Merrill Lynch, Pierce, Fenner
& Smith Incorporated at One Bryant Park, New York, New York 10036 (Fax: (212)&nbsp;901-7897), Attention:
Legal Department. Notices to the Company and the Guarantors shall be directed to the Company at
2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (fax: (248)&nbsp;648-2515), Attention Shane M.
Spradlin, with a copy to Freshfields Bruckhaus Deringer US LLP at 601 Lexington Avenue, New York,
New York 10022 (fax: (212)&nbsp;277-4001), Attention Valerie Ford Jacob.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;<U>No Advisory or Fiduciary Relationship</U><I>. </I>The Company and each Guarantor named
herein acknowledge and agree that: (a)&nbsp;the purchase and sale of the Securities pursuant to this
Agreement, including the determination of the public offering price of the Securities and any
related discounts and commissions, is an arm&#146;s-length commercial transaction between the Company
and the Guarantors, on the one hand, and the several Underwriters, on the other hand; (b)&nbsp;in
connection with each transaction contemplated hereby and the process leading to such transaction
each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of
the Company or any Guarantor, or any of their respective stockholders, creditors or employees or
any other party; (c)&nbsp;no Underwriter has assumed nor will assume an advisory or fiduciary
responsibility in favor of the Company or any Guarantor with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is
currently advising the Company or any Guarantor on other matters) and no Underwriter has any
obligation to the Company or any Guarantor with respect to the offering contemplated hereby except
the obligations expressly set forth in this Agreement; (d)&nbsp;the several Underwriters and their
respective affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Company and the Guarantors and that the several Underwriters have no
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (e)&nbsp;the Underwriters have not provided any legal, accounting, regulatory or tax
advice with respect to the offering contemplated hereby and the Company and the Guarantors have
consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed
appropriate. The Company and each Guarantor hereby waive and release, to the fullest extent
permitted by law, any claims that the Company or such Guarantor may have against the several
Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;<U>Integration</U>. This Agreement supersedes all prior agreements and understandings
(whether written or oral) among the Company, the Guarantors and the several Underwriters, or any of
them, with respect to the subject matter hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;<U>Default by One or More of the Underwriters</U>. If one or more of the Underwriters
shall fail at Closing Date to purchase the Securities which it or they are obligated to purchase
under this Agreement (the &#147;<B>Defaulted Securities</B>&#148;), the Representative shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or
any other underwriter, to purchase all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative
shall not have completed such arrangements within such 24-hour period, then:


<P align="left" style="font-size: 12pt; text-indent: 7%">(a)&nbsp;if the number of Defaulted Securities does not exceed 10% of the number of Securities to
be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally
and not jointly, to purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or


<P align="left" style="font-size: 12pt; text-indent: 7%">(b)&nbsp;if the number of Defaulted Securities exceeds 10% of the number of Securities to be
purchased on such date, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.


<P align="left" style="font-size: 12pt; text-indent: 7%">No action taken pursuant to this Section shall relieve any defaulting Underwriter from
liability in respect of its default.


<P align="left" style="font-size: 12pt; text-indent: 7%">In the event of any such default which does not result in a termination of this Agreement,
either the Representative or the Company shall have the right to postpone Closing Date, as the case
may be, for a period not exceeding seven days in order to effect any required changes in the
Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein,
the term &#147;Underwriter&#148; includes any person substituted for an Underwriter under this Section&nbsp;15.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;<U>Parties</U>. This Agreement shall inure to the benefit of and be binding upon the
Underwriters, the Company, the Guarantors and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters, the Company, the Guarantors and their respective
successors and the controlling persons and officers and directors referred to in Sections&nbsp;7 and 8
and their heirs and legal representatives, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained. This Agreement and all conditions
and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters,
the Company, the Guarantors and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from the Underwriters shall be deemed to
be a successor by reason merely of such purchase.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;<U>Trial by Jury</U>. The Company (on its behalf and, to the extent permitted by
applicable law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;<U>GOVERNING LAW</U>. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


<P align="left" style="font-size: 12pt; text-indent: 4%">19.&nbsp;<U>TIME</U>. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET
FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.


<P align="left" style="font-size: 12pt; text-indent: 4%">20.&nbsp;<U>Partial Unenforceability</U>. The invalidity or unenforceability of any Section,
paragraph or provision of this Agreement shall not affect the validity or enforceability of any
other Section, paragraph or provision hereof. If any Section, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be
made such minor changes (and only such minor changes) as are necessary to make it valid and
enforceable


<P align="left" style="font-size: 12pt; text-indent: 4%">21.&nbsp;<U>Counterparts</U>. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same Agreement.


<P align="left" style="font-size: 12pt">22.&nbsp;<U>Effect of Headings</U><I>. </I>The Section headings herein are for convenience only and shall not
affect the construction hereof.If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between the Underwriters
and the Company in accordance with its terms.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="55%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Very truly yours,
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">PENSKE AUTOMOTIVE GROUP, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Robert H. Kurnick, Jr.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name:
Robert H. Kurnick, Jr.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="25%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Title: President</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:22%; font-size: 12pt">THE GUARANTORS

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">ATLANTIC AUTO FUNDING CORPORATION</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">ATLANTIC AUTO SECOND FUNDING CORPORATION</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">ATLANTIC AUTO THIRD FUNDING CORPORATION</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">AUTO MALL PAYROLL SERVICES, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">AUTOMOTIVE MEDIA HOLDINGS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">BRETT MORGAN CHEVROLET-GEO, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CENTRAL FORD CENTER, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CJNS, LLC</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC AUTO GROUP, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC ENTERPRISES, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC IMPORTS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC MANAGEMENT COMPANY, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC MOTOR SALES, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC NISSAN OF TURNERSVILLE, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC SPECIAL ADVERTISING, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC SPECIAL AUTOMOTIVE GP, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC SPECIAL, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC TURNERSVILLE, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">COVINGTON PIKE DODGE, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CYCLE HOLDINGS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DAN YOUNG CHEVROLET, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DEALER ACCESSORIES, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DIFEO PARTNERSHIP, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EUROPA AUTO IMPORTS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">FLORIDA CHRYSLER PLYMOUTH, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">FRN OF TULSA, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">GENE REED CHEVROLET, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">GMG MOTORS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">GOODSON NORTH, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">GOODSON SPRING BRANCH, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">HBL, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">HT AUTOMOTIVE, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">KMT/UAG, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">LANDERS AUTO SALES, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">LANDERS BUICK-PONTIAC, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">LANDERS FORD NORTH, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">LATE ACQUISITION I, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">LATE ACQUISITION II, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">MICHAEL CHEVROLET-OLDSMOBILE, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">MOTORCARS ACQUISITION III, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">MOTORCARS ACQUISITION IV, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">MOTORCARS ACQUISITION V, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">MOTORCARS ACQUISITION VI, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">MOTORCARS ACQUISITION, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">NATIONAL CITY FORD, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ACQUISITION 27, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ACQUISITION 28, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ACQUISITION 44, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ACQUISITION 45, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ACQUISITION 46, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ACQUISITION 47, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ANNAPOLIS JL1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ARKANSAS F1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ARKANSAS F2, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG AZ PROPERTIES, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ATLANTA MANAGEMENT, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG AUSTIN H1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG BEDFORD A1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG BEDFORD P1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG BEDFORD PROPERTIES, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG CHANTILLY M1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG CLOVIS T1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG CONNECTICUT LR1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG CYCLES MI, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG DAVIE P1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG DISTRIBUTOR S1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG EDISON B1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG GOODYEAR F1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG GREENWICH B1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG GREENWICH HOLDINGS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG INTERNATIONAL SERVICES, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG INVESTMENTS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG MADISON L1, LCC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG MADISON T1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG MARIN M1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG MCALLEN H1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG MCALLEN T1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG MENTOR A1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG MICHIGAN HOLDINGS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG NORTH SCOTTSDALE BE, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG NORTHERN CALIFORNIA MANAGEMENT, INC.</DIV></TD>
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<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ONTARIO B1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ORANGE COUNTY MANAGEMENT<FONT style="font-size: 11pt"> COMPANY, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">PAG ORANGE COUNTY RR1, INC.</FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ORLANDO GENERAL, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ORLANDO LIMITED, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG SAN FRANCISCO N1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG SANTA ANA AVW, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG SANTA ANA B1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG SURPRISE T1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG TEMPE M1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG TEXAS MANAGEMENT COMPANY, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG TURNERSVILLE AU, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG WEST ACQUISITION 7, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG WEST ACQUISITION 8, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG WEST ACQUISITION 9, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG WEST BAY MIT, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG WEST, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PALM AUTO PLAZA, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PEACHTREE NISSAN, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PENSKE CAR RENTAL HOLDINGS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PENSKE CAR RENTAL INDIANA, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PENSKE CAR RENTAL (DT)&nbsp;MEMPHIS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PENSKE CAR RENTAL MEMPHIS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PETER PAN MOTORS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PMRC, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">RELENTLESS PURSUIT ENTERPRISES, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SA AUTOMOTIVE, LTD.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SAU AUTOMOTIVE, LTD.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCOTTSDALE 101 MANAGEMENT, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCOTTSDALE FERRARI, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCOTTSDALE JAGUAR, LTD.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCOTTSDALE MANAGEMENT GROUP, LTD.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCOTTSDALE PAINT &#038; BODY, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SDG AUTOMOTIVE INVESTMENTS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SIGMA MOTORS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SK MOTORS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SL AUTOMOTIVE, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SOMERSET MOTORS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SUN MOTORS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">TAMBURRO ENTERPRISES, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ARKANSAS FLM, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ATLANTA H1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ATLANTA IV MOTORS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CAPITOL, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CAROLINA, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CENTRAL NJ, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CENTRAL REGION MANAGEMENT, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CHANTILLY AU, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CHCC, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CHEVROLET, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CITRUS MOTORS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CLASSIC, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CLOVIS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CONNECTICUT, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG DULUTH, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG EAST, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ESCONDIDO A1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ESCONDIDO H1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ESCONDIDO M1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG FAYETTEVILLE I, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG FAYETTEVILLE II, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG FAYETTEVILLE III, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG FINANCE COMPANY, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG GRACELAND II, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG HUDSON CJD, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG HUDSON, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG INTERNATIONAL HOLDINGS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG KISSIMMEE MOTORS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG LANDERS SPRINGDALE, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG LOS GATOS, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MARIN, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MEMPHIS II, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MEMPHIS IV, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MEMPHIS MANAGEMENT, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MENTOR ACQUISITION, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MICHIGAN CADILLAC, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MICHIGAN H1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MICHIGAN PONTIAC-GMC, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MICHIGAN T1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MICHIGAN TMV, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MINNEAPOLIS B1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG NANUET II, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG NORTHEAST, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG REALTY, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ROYAL PALM M1, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ROYAL PALM, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG SAN DIEGO A1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG SAN DIEGO AU, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG SAN DIEGO H1, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG SAN DIEGO JA, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG SAN DIEGO MANAGEMENT, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG STEVENS CREEK II, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG TEXAS II, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG TEXAS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG TULSA HOLDINGS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG TURNERSVILLE REALTY, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG VK, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY AM, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY FM, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IA, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IAU, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IB, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY II, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IL, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IM, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IN, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IP, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IV, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG WEST BAY IW, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG YOUNG II, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG-CARIBBEAN, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITED AUTOCARE PRODUCTS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITED AUTO LICENSING, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITED NISSAN, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITED NISSAN, INC. (A TENNESSEE CORPORATION)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITED RANCH AUTOMOTIVE, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITEDAUTO DODGE OF SHREVEPORT, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITEDAUTO FIFTH FUNDING INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITEDAUTO FINANCE, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITEDAUTO FOURTH FUNDING INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">WEST PALM AUTO MALL, INC.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">WEST PALM NISSAN, LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">WESTBURY SUPERSTORE, LTD.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">YOUNG MANAGEMENT GROUP, INC.</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 22%">By: <U>/s/ Robert H. Kurnick, Jr.</U><BR>
Its: Assistant Secretary<BR>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">COUNTY AUTO GROUP PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">OCT PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">HUDSON MOTORS PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SOMERSET MOTORS PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DANBURY AUTO PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DIFEO HYUNDAI PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DIFEO NISSAN PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DIFEO TENAFLY PARTNERSHIP</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DIFEO LEASING PARTNERSHIP</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">DIFEO PARTNERSHIP, LLC</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">General Partner</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">PENSKE AUTOMOTIVE GROUP, INC.</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Sole Member</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 22%">By: <U>/s/ Robert H. Kurnick, Jr.</U><BR>
Its: President<BR>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">WTA MOTORS, LTD.</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">LATE ACQUISITION II, LLC</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">General Partner</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">PENSKE AUTOMOTIVE GROUP, INC.</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Sole Member</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 22%">By: <U>/s/ Robert H. Kurnick, Jr.</U><BR>
Its: President<BR>
<BR>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG HOUSTON ACQUISITION, LTD.</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">UAG TEXAS II, INC.</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">General Partner</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">PENSKE AUTOMOTIVE GROUP, INC.</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Sole Shareholder</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 22%">By: <U>/s/ Robert H. Kurnick, Jr.</U><BR>
Its: President<BR>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">CLASSIC SPECIAL HYUNDAI, LTD.</FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">CLASSIC OLDSMOBILE-PONTIAC-GMC TRUCK, LTD.</FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">CLASSIC SPECIAL AUTOMOTIVE, LTD.</FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">HILL COUNTRY IMPORTS, LTD.</FONT></DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">TAMBURRO ENTERPRISES, INC.</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">General Partner</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">PAG West, LLC</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">Sole Shareholder</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">PENSKE AUTOMOTIVE GROUP, INC.</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">Sole Member</FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 22%">By: <U>/s/ Robert H. Kurnick, Jr.</U><BR>
Its: President<BR>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">D. YOUNG CHEVROLET, LLC</FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">DAN YOUNG MOTORS, LLC</FONT></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">PAG EAST, LLC</FONT></DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">PENSKE AUTOMOTIVE GROUP, INC.</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">MEMBER</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">UAG YOUNG II, INC.</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">MEMBER</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">/s/ Maggie Feher</FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">Assistant Secretary</FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">PAG ORLANDO PARTNERSHIP, LTD.</FONT></DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="14%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="81%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">PAG ORLANDO GENERAL, LLC</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">General Partner</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">UAG KISSIMMEE MOTORS, LLC</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">Sole Shareholder</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">By:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">PENSKE AUTOMOTIVE GROUP, LLC</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 12pt">Its:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 12pt">Sole Member</FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 23%">By: <U>/s/ Robert H. Kurnick, Jr.</U><BR>
Its: President<BR>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt">The foregoing Agreement is hereby confirmed and accepted by the Representative as of the date first
above written.


<P align="left" style="font-size: 12pt"><FONT style="font-size: 11pt">Acting as Representative of the
<BR>
several Underwriters named in
<BR>
the attached Schedule&nbsp;A.
</FONT>

<P align="left" style="font-size: 11pt"><FONT style="font-size: 12pt">MERRILL LYNCH, PIERCE, FENNER & SMITH
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 10%">INCORPORATED


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 11pt">By: <U>/s/ Adam Cady</U></FONT></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt">Name: Adam Cady<BR>
Title: Managing Director


<P align="center" style="font-size: 11pt"><FONT style="font-size: 12pt"><B>SCHEDULE A</B></FONT>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="73%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Underwriters</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Principal Amount of</B></TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Securities</B></TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>To Be</B></TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Purchased</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Merrill Lynch, Pierce, Fenner &#038; Smith
Incorporated</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">120,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">RBS Securities Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">J.P. Morgan Securities LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Wells Fargo Securities, LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Fifth Third Securities, Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">PNC Capital Markets LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Santander Investment Securities Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">U.S. Bancorp Investments, Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">300,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 12pt"><B>SCHEDULE B</B>



<P align="center" style="font-size: 12pt"><U><B>Guarantors</B></U>



<P align="left" style="font-size: 12pt">ATLANTIC AUTO FUNDING CORPORATION
<BR>
ATLANTIC AUTO SECOND FUNDING CORPORATION
<BR>
ATLANTIC AUTO THIRD FUNDING CORPORATION
<BR>
AUTO MALL PAYROLL SERVICES, INC.
<BR>
AUTOMOTIVE MEDIA HOLDINGS, LLC
<BR>
BRETT MORGAN CHEVROLET-GEO, INC.
<BR>
CENTRAL FORD CENTER, INC.
<BR>
CJNS, LLC
<BR>
CLASSIC AUTO GROUP, INC.
<BR>
CLASSIC ENTERPRISES, LLC
<BR>
CLASSIC IMPORTS, INC.
<BR>
CLASSIC MANAGEMENT COMPANY, INC.
<BR>
CLASSIC MOTOR SALES, LLC
<BR>
CLASSIC NISSAN OF TURNERSVILLE, LLC
<BR>
CLASSIC OLDSMOBILE-PONTIAC-GMC TRUCK, LTD.
<BR>
CLASSIC SPECIAL ADVERTISING, INC.
<BR>
CLASSIC SPECIAL AUTOMOTIVE GP, LLC
<BR>
CLASSIC SPECIAL AUTOMOTIVE, LTD.
<BR>
CLASSIC SPECIAL HYUNDAI, LTD.
<BR>
CLASSIC SPECIAL, LLC
<BR>
CLASSIC TURNERSVILLE, INC.
<BR>
COUNTY AUTO GROUP PARTNERSHIP
<BR>
COVINGTON PIKE DODGE, INC.
<BR>
CYCLE HOLDINGS, LLC
<BR>
D. YOUNG CHEVORLET, LLC
<BR>
DAN YOUNG CHEVROLET, INC.
<BR>
DAN YOUNG MOTORS, LLC
<BR>
DANBURY AUTO PARTNERSHIP
<BR>
DEALER ACCESSORIES, LLC
<BR>
DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP
<BR>
DIFEO HYUNDAI PARTNERSHIP
<BR>
DIFEO LEASING PARTNERSHIP
<BR>
DIFEO NISSAN PARTNERSHIP
<BR>
DIFEO PARTNERSHIP, LLC
<BR>
DIFEO TENAFLY PARTNERSHIP
<BR>
EUROPA AUTO IMPORTS, INC.
<BR>
FLORIDA CHRYSLER PLYMOUTH, INC.
<BR>
FRN OF TULSA, LLC
<BR>
GENE REED CHEVROLET, INC.
<BR>
GMG MOTORS, INC.
<BR>
GOODSON NORTH, LLC
<BR>
GOODSON SPRING BRANCH, LLC
<BR>
HBL, LLC
<BR>
HILL COUNTRY IMPORTS, LTD.
<BR>
HT AUTOMOTIVE, LLC
<BR>
HUDSON MOTORS PARTNERSHIP
<BR>
KMT/UAG, INC.
<BR>
LANDERS AUTO SALES, LLC
<BR>
LANDERS BUICK-PONTIAC, INC.
<BR>
LANDERS FORD NORTH, INC.
<BR>
LATE ACQUISITION I, LLC
<BR>
LATE ACQUISITION II, LLC
<BR>
MICHAEL CHEVROLET-OLDSMOBILE, INC.
<BR>
MOTORCARS ACQUISITION III, LLC
<BR>
MOTORCARS ACQUISITION IV, LLC
<BR>
MOTORCARS ACQUISITION V, LLC
<BR>
MOTORCARS ACQUISITION VI, LLC
<BR>
MOTORCARS ACQUISITION, LLC
<BR>
NATIONAL CITY FORD, INC.
<BR>
OCT PARTNERSHIP
<BR>
PAG ACQUISITION 27, LLC
<BR>
PAG ACQUISITION 28, LLC
<BR>
PAG ACQUISITION 44, LLC
<BR>
PAG ACQUISITION 45, LLC
<BR>
PAG ACQUISITION 46, LLC
<BR>
PAG ACQUISITION 47, LLC
<BR>
PAG ANNAPOLIS JL1, LLC
<BR>
PAG ARKANSAS F1, LLC
<BR>
PAG ARKANSAS F2, LLC
<BR>
PAG ATLANTA MANAGEMENT, INC.
<BR>
PAG AUSTIN H1, LLC
<BR>
PAG AZ PROPERTIES, LLC
<BR>
PAG BEDFORD A1, LLC
<BR>
PAG BEDFORD P1, LLC
<BR>
PAG BEDFORD PROPERTIES, LLC
<BR>
PAG CHANTILLY M1, LLC
<BR>
PAG CLOVIS T1, INC.
<BR>
PAG CONNECTICUT LR1, LLC
<BR>
PAG CYCLES MI, LLC
<BR>
PAG DAVIE P1, LLC
<BR>
PAG DISTRIBUTOR S1, LLC
<BR>
PAG EAST, LLC
<BR>
PAG EDISON B1, LLC
<BR>
PAG GOODYEAR F1, LLC
<BR>
PAG GREENWICH B1, LLC
<BR>
PAG GREENWICH HOLDINGS, LLC
<BR>
PAG INTERNATIONAL SERVICES, LLC
<BR>
PAG INVESTMENTS, LLC
<BR>
PAG MADISON L1, LLC
<BR>
PAG MADISON T1, LLC
<BR>
PAG MARIN M1, INC.
<BR>
PAG MCALLEN H1, LLC
<BR>
PAG MCALLEN T1, LLC
<BR>
PAG MENTOR A1, INC.
<BR>
PAG MICHIGAN HOLDINGS, LLC
<BR>
PAG NORTH SCOTTSDALE BE, LLC
<BR>
PAG NORTHERN CALIFORNIA MANAGEMENT, INC.
<BR>
PAG ONTARIO B1, INC.
<BR>
PAG ORANGE COUNTY MANAGEMENT COMPANY, INC.
<BR>
PAG ORANGE COUNTY RR1, INC.
<BR>
PAG ORLANDO GENERAL, LLC
<BR>
PAG ORLANDO LIMITED, LLC
<BR>
PAG ORLANDO PARTNERSHIP, LTD.
<BR>
PAG SAN FRANCISCO N1, INC.
<BR>
PAG SANTA ANA AVW, INC.
<BR>
PAG SANTA ANA B1, INC.
<BR>
PAG SURPRISE T1, LLC
<BR>
PAG TEMPE M1, LLC
<BR>
PAG TEXAS MANAGEMENT COMPANY, LLC
<BR>
PAG TURNERSVILLE AU, LLC
<BR>
PAG WEST ACQUISITION 7, INC.
<BR>
PAG WEST ACQUISITION 8, INC.
<BR>
PAG WEST ACQUISITION 9, INC.
<BR>
PAG WEST BAY MIT, LLC
<BR>
PAG WEST, LLC
<BR>
PALM AUTO PLAZA, LLC
<BR>
PEACHTREE NISSAN, INC
<BR>
PENSKE CAR RENTAL (DT)&nbsp;MEMPHIS, LLC
<BR>
PENSKE CAR RENTAL HOLDINGS, LLC
<BR>
PENSKE CAR RENTAL INDIANA, LLC
<BR>
PENSKE CAR RENTAL MEMPHIS, LLC
<BR>
PETER PAN MOTORS, INC.
<BR>
PMRC, LLC
<BR>
RELENTLESS PURSUIT ENTERPRISES, INC.
<BR>
SA AUTOMOTIVE, LTD.
<BR>
SAU AUTOMOTIVE, LTD.
<BR>
SCOTTSDALE 101 MANAGEMENT, LLC
<BR>
SCOTTSDALE FERRARI, LLC
<BR>
SCOTTSDALE JAGUAR, LTD.
<BR>
SCOTTSDALE MANAGEMENT GROUP, LTD.
<BR>
SCOTTSDALE PAINT & BODY, LLC
<BR>
SDG AUTOMOTIVE INVESTMENTS, LLC
<BR>
SIGMA MOTORS INC.
<BR>
SK MOTORS, LLC
<BR>
SL AUTOMOTIVE, LLC
<BR>
SOMERSET MOTORS PARTNERSHIP
<BR>
SOMERSET MOTORS, INC.
<BR>
SUN MOTORS, LLC
<BR>
TAMBURRO ENTERPRISES, INC.
<BR>
UAG ARKANSAS FLM, LLC
<BR>
UAG ATLANTA H1, LLC
<BR>
UAG ATLANTA IV MOTORS, INC.
<BR>
UAG CAPITOL, INC.
<BR>
UAG CAROLINA, INC.
<BR>
UAG CENTRAL NJ, LLC
<BR>
UAG CENTRAL REGION MANAGEMENT, LLC
<BR>
UAG CHANTILLY AU, LLC
<BR>
UAG CHCC, INC.
<BR>
UAG CHEVROLET, INC.
<BR>
UAG CITRUS MOTORS, LLC
<BR>
UAG CLASSIC, INC.
<BR>
UAG CLOVIS, INC.
<BR>
UAG CONNECTICUT, LLC
<BR>
UAG DULUTH, INC.
<BR>
UAG EAST, LLC
<BR>
UAG ESCONDIDO A1, INC.
<BR>
UAG ESCONDIDO H1, INC.
<BR>
UAG ESCONDIDO M1, INC.
<BR>
UAG FAYETTEVILLE I, LLC
<BR>
UAG FAYETTEVILLE II, LLC
<BR>
UAG FAYETTEVILLE III, LLC
<BR>
UAG FINANCE COMPANY, INC.
<BR>
UAG GRACELAND II, INC.
<BR>
UAG HOUSTON ACQUISITION, LTD.
<BR>
UAG HUDSON CJD, LLC
<BR>
UAG HUDSON, INC.
<BR>
UAG INTERNATIONAL HOLDINGS, INC.
<BR>
UAG KISSIMMEE MOTORS, LLC
<BR>
UAG LANDERS SPRINGDALE, LLC
<BR>
UAG LOS GATOS, INC.
<BR>
UAG MARIN, INC.
<BR>
UAG MEMPHIS II, INC.
<BR>
UAG MEMPHIS IV, INC.
<BR>
UAG MEMPHIS MANAGEMENT, INC.
<BR>
UAG MENTOR ACQUISITION, LLC
<BR>
UAG MICHIGAN CADILLAC, LLC
<BR>
UAG MICHIGAN H1, LLC
<BR>
UAG MICHIGAN PONTIAC-GMC, LLC
<BR>
UAG MICHIGAN T1, LLC
<BR>
UAG MICHIGAN TMV, LLC
<BR>
UAG MINNEAPOLIS B1, LLC
<BR>
UAG NANUET II, LLC
<BR>
UAG NORTHEAST, LLC
<BR>
UAG REALTY, LLC
<BR>
UAG ROYAL PALM M1, LLC
<BR>
UAG ROYAL PALM, LLC
<BR>
UAG SAN DIEGO A1, INC.
<BR>
UAG SAN DIEGO AU, INC.
<BR>
UAG SAN DIEGO H1, INC.
<BR>
UAG SAN DIEGO JA, INC.
<BR>
UAG SAN DIEGO MANAGEMENT, INC.
<BR>
UAG STEVENS CREEK II, INC.
<BR>
UAG TEXAS II, INC.
<BR>
UAG TEXAS, LLC
<BR>
UAG TULSA HOLDINGS, LLC
<BR>
UAG TURNERSVILLE REALTY, LLC
<BR>
UAG VK, LLC
<BR>
UAG WEST BAY AM, LLC
<BR>
UAG WEST BAY FM, LLC
<BR>
UAG WEST BAY IA, LLC
<BR>
UAG WEST BAY IAU, LLC
<BR>
UAG WEST BAY IB, LLC
<BR>
UAG WEST BAY II, LLC
<BR>
UAG WEST BAY IL, LLC
<BR>
UAG WEST BAY IM, LLC
<BR>
UAG WEST BAY IN, LLC
<BR>
UAG WEST BAY IP, LLC
<BR>
UAG WEST BAY IV, LLC
<BR>
UAG WEST BAY IW, LLC
<BR>
UAG YOUNG II, INC.
<BR>
UAG-CARIBBEAN, INC.
<BR>
UNITED AUTO LICENSING, LLC
<BR>
UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC
<BR>
UNITED AUTOCARE PRODUCTS, LLC
<BR>
UNITED NISSAN, INC.
<BR>
UNITED NISSAN, INC.
<BR>
UNITED RANCH AUTOMOTIVE, LLC
<BR>
UNITEDAUTO DODGE OF SHREVEPORT, INC.
<BR>
UNITEDAUTO FIFTH FUNDING, INC.
<BR>
UNITEDAUTO FINANCE, INC.
<BR>
UNITEDAUTO FOURTH FUNDING INC.
<BR>
WEST PALM AUTO MALL, INC.
<BR>
WEST PALM NISSAN, LLC
<BR>
WESTBURY SUPERSTORE, LTD.
<BR>
WTA MOTORS, LTD.
<BR>
YOUNG MANAGEMENT GROUP, INC.


<P align="center" style="font-size: 12pt"><B>SCHEDULE C</B>



<P align="center" style="font-size: 12pt"><U><B>Issuer Free Writing Prospectuses</B></U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Final Term Sheet filed pursuant to Rule&nbsp;433 as an issuer free writing prospectus by
the Company on November&nbsp;18, 2014; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any electronic roadshow used in connection with the offer and sale of the Securities.</TD>
</TR>

</TABLE>


<P align="right" style="font-size: 12pt"><B>Exhibit&nbsp;A-1</B>



<P align="center" style="font-size: 12pt"><FONT style="font-size: 11pt"><B>EXHIBIT A(1)<BR>
FORM OF OPINION OF COMPANY&#146;S AND GUARANTORS&#146; COUNSEL<BR>
TO BE DELIVERED PURSUANT TO SECTION 6(b)</B></FONT>



<P align="left" style="font-size: 11pt; text-indent: 4%"><FONT style="font-size: 12pt">(i)&nbsp;The Company is validly existing as a corporation in good standing under the laws of
the State of Delaware.
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">(ii)&nbsp;This Underwriting Agreement dated has been duly authorized, executed and delivered by the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(iii)&nbsp;The Indenture has been duly authorized, executed and delivered by the Company and, when
duly executed and delivered by the Trustee, will constitute a valid and binding obligation of the
Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with
its terms.


<P align="left" style="font-size: 12pt; text-indent: 4%">(iv)&nbsp;The Notes are in the form contemplated by the Indenture, have been duly authorized,
executed and delivered by the Company and, when duly authenticated and delivered by the Trustee in
accordance with the terms of the Indenture (assuming the due authorization, execution and delivery
of the Indenture by the Trustee), and delivered against payment of the purchase price therefor in
accordance with the Underwriting Agreement, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and entitled to the
benefits of the Indenture. The Guarantees are in the form contemplated by the Indenture and when
the Notes have been duly authenticated and delivered by the Trustee in accordance with the terms of
the Indenture (assuming the due authorization, execution and delivery of the Indenture by the
Trustee), and delivered against payment of the purchase price therefor in accordance with the
Underwriting Agreement, the Guarantees will constitute valid and binding obligations of the
Guarantors, enforceable against the Guarantors in accordance with their terms and entitled to the
benefits of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">(v)&nbsp;The statements relating to legal matters or documents included in the Preliminary
Prospectus and the Prospectus under the captions &#147;Description of Notes&#148; and &#147;Description of Other
Indebtedness,&#148; insofar as such description constitutes a summary of the legal matters or documents
referred to therein, or legal proceedings, or legal conclusions, has been reviewed by such counsel
and fairly summarize such matters or documents.


<P align="left" style="font-size: 12pt; text-indent: 4%">(vi)&nbsp;The statements set forth in Preliminary Prospectus and the Prospectus under the caption
&#147;Certain United States Federal Tax Considerations,&#148; insofar as such statements purport to summarize
matters of U.S. federal income and estate tax laws or legal conclusions with respect thereto, and
subject to the limitations, qualifications and assumptions set forth therein, fairly summarize the
matters set forth therein.


<P align="left" style="font-size: 12pt; text-indent: 4%">(vii)&nbsp;The Registration Statement has become effective under the Securities Act and is an
&#147;automatic shelf registration statement&#148; as defined in Rule&nbsp;405 of the Securities Act that has been
filed with the Commission not earlier than three years prior to the the date of the Prospectus. To
the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment to the Registration Statement is in effect and no
proceedings for such purpose pursuant to Section&nbsp;8A of the Securities Act have been instituted or
are pending or are contemplated or threatened by the Commission and the Company has not received
from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Securities Act objecting to use of
the automatic shelf registration statement form. Any required filing of the Preliminary Prospectus
and the Prospectus pursuant to Rule 424(b) of the Securities Act has been made in the manner and
within the time period required by Rule 424(b) of the Securities Act. Any required filing of the
Final Term Sheet and any other &#147;issuer free writing prospectus&#148; mutually expressly agreed by the
Company and you pursuant to Section&nbsp;4 of the Underwriting Agreement to be used by the Company and
of which such counsel has actual knowledge has been made in the manner and within the time period
required by Rule&nbsp;433 of the Securities Act.


<P align="left" style="font-size: 12pt; text-indent: 4%">(viii)&nbsp;The Registration Statement and the Prospectus and each amendment or supplement to the
Registration Statement and the Prospectus, as of their respective effective or issue dates (other
than the financial statements and supporting schedules and other financial or related statistical
information or data included or incorporated by reference therein or in exhibits to or excluded
from the Registration Statement, and the Trustee&#146;s Statement of Eligibility on Form&nbsp;T 1, as to
which no opinion need be rendered) comply as to form in all material respects with the applicable
requirements of the Securities Act.


<P align="left" style="font-size: 12pt; text-indent: 4%">(ix)&nbsp;Each document filed pursuant to the Exchange Act (other than the financial statements and
supporting schedules included therein, as to which no opinion need be rendered) and incorporated or
deemed to be incorporated by reference in the Prospectus complied when so filed as to form in all
material respects with the Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 4%">(x)&nbsp;No consent, approval, authorization or other order of, or registration or filing with, any
court or other governmental authority or agency, is required for the Company&#146;s or any Guarantor&#146;s
execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities
and the consummation of the transactions contemplated thereby and by the Prospectus and the
Disclosure Package, except as required under the Securities Act, applicable state securities or
blue sky laws.


<P align="left" style="font-size: 12pt; text-indent: 4%">(xi)&nbsp;The issuance and sale of the Securities, execution and delivery of the Underwriting
Agreement and the Indenture by the Company and the Guarantors, the performance by the Company and
the Guarantors of their obligations thereunder and the consummation of the transactions
contemplated therein (including the use of the proceeds from the sale of the Securities as
described in the Preliminary Prospectus and Prospectus under the caption &#147;Use Of Proceeds&#148;) and
compliance by the Company and each of the Guarantors with its obligations under the Underwriting
Agreement, the Indenture and the Securities (a)&nbsp;will not contravene any provision of the
certificate of incorporation or by-laws of the Company; and (b)&nbsp;will not violate any present law,
or present regulation of any governmental agency or authority, of the United States of America or
the State of New York or the State of Delaware under the Delaware General Corporation Law, Delaware
Limited Liability Company Act and Delaware Revised Uniform Limited Partnership Act known by us to
be applicable to the Company (except that we express no opinion in this paragraph with respect to
the anti-fraud provisions of any federal or state securities laws or rules or regulations
promulgated thereunder); or any judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties, assets or operations set forth in Annex &#091; &#093;
thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">(xii)&nbsp;Neither the Company nor any Guarantor that is a &#147;significant subsidiary&#148; of the Company
(as such term is defined in Rule&nbsp;1-02 of Regulation&nbsp;S-X) is, and after giving effect to the
offering and sale of the Securities as herein contemplated and the application of the net proceeds
therefrom as described in the Preliminary Prospectus and the Prospectus, will be, an &#147;investment
company&#148;, as such term is defined in the Investment Company Act of 1940, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">(xiii)&nbsp;In the course of the preparation by the Company and its counsel of the Disclosure
Package and the Prospectus (other than the documents incorporated by reference therein), we
participated in conferences with certain of the officers and representatives of, and the
independent public accountants for, the Company and UAG UK Holdings Limited at which the contents
of the Disclosure Package and the Final Offering Memorandum were discussed. We did not participate
in the preparation or drafting of any documents incorporated by reference in the Disclosure Package
or the Prospectus. Given the limitations inherent in the role of outside counsel and the
independent verification of factual matters and the character of determinations involved in the
offering process, we are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Disclosure Package or the Prospectus
and have made no independent check or verification as to factual matters thereof, except as set
forth in paragraphs (v)&nbsp;and (vi)&nbsp;of this opinion. Subject to the foregoing and on the basis of the
information we gained in the course of the performance of the services referred to above, including
information obtained from officers and other representatives of, and the independent public
accountants for, the Company, no facts have come to our attention that cause us to believe (i)&nbsp;that
the Disclosure Package, taken as a whole, as of the Applicable Time, contained any untrue statement
of a material fact or omitted or omits to state any material fact necessary in order to make the
statements therein, in the light of circumstances under which they were made, not misleading; or
(ii)&nbsp;that the Prospectus, as of its date and as of the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. In each case, however, we express no view or belief with respect to (a)&nbsp;the
financial statements, notes and schedules thereto included in, or incorporated by reference in, the
Disclosure Package or the Prospectus and (b)&nbsp;other financial data or information included in,
incorporated by reference in or omitted from the Disclosure Package or the Prospectus.<B>(xiv)
Exhibit&nbsp;A-2</B>


<P align="center" style="font-size: 12pt"><FONT style="font-size: 11pt"><B>EXHIBIT A(2)<BR>
FORM OF GENERAL COUNSEL FOR THE COMPANY<BR>
TO BE DELIVERED PURSUANT TO SECTION 6(b)</B></FONT>



<P align="left" style="font-size: 11pt; text-indent: 4%"><FONT style="font-size: 12pt">(i)&nbsp;Each of the Covered Guarantors<sup>1</sup> is validly existing as a corporation,
limited liability company, or partnership, as applicable, in good standing under the laws of its
jurisdiction of formation.
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">(ii)&nbsp;The Company has corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Preliminary Prospectus and Prospectus and to enter
into and perform its obligations under this Underwriting Agreement, the Indenture and the
Securities.


<P align="left" style="font-size: 12pt; text-indent: 4%">(iii)&nbsp;Each of the Covered Guarantors has all requisite corporate, limited liability company or
partnership (as applicable) power and authority to own, lease and operate its properties and to
conduct its business as described in the Preliminary Prospectus and Prospectus and to enter into
and perform its obligations under this Underwriting Agreement, the Indenture and the Securities.


<P align="left" style="font-size: 12pt; text-indent: 4%">(iv)&nbsp;The capitalization of the Company is set forth in the Preliminary Prospectus and
Prospectus under the caption &#147;Capitalization.&#148; All of the outstanding shares of common stock of
the Company have been duly and validly authorized and issued, are fully paid and non-assessable
and, are free and clear of any preemptive or other similar rights known to me of any security
holder of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(v)&nbsp;This Underwriting Agreement has been duly authorized, executed and delivered by each of
the Covered Guarantors.


<P align="left" style="font-size: 12pt; text-indent: 4%">(vi)&nbsp;The Indenture has been duly authorized, executed and delivered by each of the Covered
Guarantors.


<P align="left" style="font-size: 12pt; text-indent: 4%">(vii)&nbsp;The Guarantees are in the respective forms contemplated by the Indenture and have been
duly authorized, executed and delivered by each of the Covered Guarantors.


<P align="left" style="font-size: 12pt; text-indent: 4%">(viii)&nbsp;The documents incorporated by reference in the Preliminary Prospectus and Prospectus
(other than the financial statements, notes and schedules thereto included or incorporated by
reference therein), when they were filed with the Commission appeared to be appropriately
responsive as to form in all material respects with the requirements of the 1934&nbsp;Act and the rules
and regulations of the Commission thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">(ix)&nbsp;No consent, approval, authorization or other order of, or registration or filing with,
any court or other governmental authority or agency, is required for the Company&#146;s or any
Guarantor&#146;s execution, delivery and performance of the Underwriting Agreement, the Indenture and
the Securities and the consummation of the transactions contemplated thereby and by the Prospectus
and the Disclosure Package, except as required under the Securities Act, applicable state
securities or blue sky laws and from FINRA.


<P align="left" style="font-size: 12pt; text-indent: 4%">(x)&nbsp;The issuance and sale of the Securities, execution and delivery of the Underwriting
Agreement and the Indenture by the Company and the Guarantors, the performance by the Company and
the Guarantors of their obligations thereunder and the consummation of the transactions
contemplated therein (including the use of the proceeds from the sale of the Securities as
described in the Preliminary Prospectus and Prospectus under the caption &#147;Use Of Proceeds&#148;) and
compliance by the Company and each of the Guarantors with its obligations under the Underwriting
Agreement, the Indenture and the Securities (a)&nbsp;will not contravene any provision of the articles
of incorporation or bylaws of any of the Guarantors, (b)&nbsp;will not violate any present law, or
present regulation of any governmental agency or authority, of the United States of America or the
State of Michigan or the State of Delaware under the Delaware General Corporation Law, Delaware
Limited Liability Company Act and &#091;Delaware Revised Uniform Limited Partnership Act&#093; known by me to
be applicable to any Guarantor (except that I express no opinion in this paragraph with respect to
the anti-fraud provisions of any federal or state securities laws or rules or regulations
promulgated thereunder); and (c)&nbsp;will not constitute a breach of, or default or Repayment Event
under, or result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any Guarantor pursuant to, any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or any other agreement or instrument to which the
Company or any Guarantor is a party or by which it or any of them may be bound, or to which any of
the property or assets of the Company or any Guarantor is subject (this opinion in clause (c)&nbsp;being
limited to those agreements that are identified as an Exhibit on the Company&#146;s (i)&nbsp;Annual Report on
Form 10-K for the year ended December&nbsp;31, 2013, (ii)&nbsp;Quarterly Reports on Form 10-Q for the
quarters ended March&nbsp;31, 2014, June&nbsp;30, 2014 and September&nbsp;30, 2014 and (iii)&nbsp;Current Reports on
Form 8-K filed November&nbsp;18, 2014), except in the case of this clause (c)&nbsp;any breach or default
which would not reasonably be expected to result in a Material Adverse Change.


<P align="left" style="font-size: 12pt; text-indent: 4%">(xi)&nbsp;To the best of my knowledge after due inquiry and except as disclosed in Preliminary
Prospectus and the Prospectus, there is no action, suit or proceeding pending before or by any
government, governmental agency or court or any suit, action or proceeding threatened against or
affecting the Company or any of its subsidiaries that could reasonably be expected to result in a
Material Adverse Change, or could reasonably be expected to materially adversely affect the
consummation of the transactions contemplated in this Underwriting Agreement, the Disclosure
Package and the Prospectus or the performance by the Company or the Guarantors of their respective
obligations under the Preliminary Prospectus, the Prospectus, the Underwriting Agreement, the
Indenture and the Securities.


<P align="left" style="font-size: 12pt; text-indent: 12%">In the course of the preparation by the Company and its counsel of the Disclosure Package and
the Prospectus, I participated in conferences with certain of the officers and representatives of,
and the independent public accountants for, the Company at which the contents of the Disclosure
Package and the Prospectus (including the documents incorporated by reference therein) were
discussed. I am not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Disclosure Package or the Prospectus,
except as set forth in paragraph (viii)&nbsp;of this opinion. Subject to the foregoing and on the basis
of the information gained in the course of the performance of the services referred to above,
including information obtained from officers and other representatives of, and the independent
public accountants for, the Company and UAG UK Holdings Limited, no facts have come to my attention
that cause me to believe (i)&nbsp;that the Disclosure Package, taken as a whole, as of the Applicable
Time, contained any untrue statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; or (ii)&nbsp;that the Prospectus, as of its date and as of the date
hereof, contained or contains any untrue statement of a material fact or omitted or omits to state
any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In each case, however, I express no view
or belief with respect to (a)&nbsp;the financial statements, notes and schedules thereto included in, or
incorporated by reference in, the Disclosure Package or the Prospectus and (b)&nbsp;other financial data
or information included in, incorporated by reference in or omitted from the Disclosure Package or
the Prospectus.


<P align="left" style="font-size: 12pt"><FONT style="font-size: 12pt"></FONT><FONT style="font-size: 14pt"><sup>1</FONT><FONT style="font-size: 11pt"></sup> Covered Guarantors to include Guarantors
incorporated or organized in the states of Delaware, New York or Michigan.
</FONT>


<P align="center" style="font-size: 10pt; display: none">3




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<P align="right" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>Exhibit&nbsp;4.1</B></FONT>



<P align="right" style="font-size: 10pt"><B>Execution Version</B>



<P align="center" style="font-size: 10pt"><B>PENSKE AUTOMOTIVE GROUP, INC.<BR>
AND<BR>
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE</B>



<P align="center" style="font-size: 10pt"><B>INDENTURE</B>



<P align="center" style="font-size: 10pt"><B><I>Dated as of November&nbsp;21, 2014</I></B><BR>
<B>Subordinated Debt Securities</B>



<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>



<P align="right" style="font-size: 10pt">Page



<P align="center" style="font-size: 10pt"><B>CONTENTS</B>



<P align="left" style="font-size: 10pt"><B>Clause Subject Matter Page</B>


<P align="center" style="font-size: 10pt">Reconciliation and tie between<BR>
Trust Indenture Act of 1939<BR>
and Indenture



<P align="left" style="font-size: 10pt"><FONT style="font-size: 8pt"><U>Trust Indenture Act Section</U> <U> Indenture Section</U>
</FONT>
<DIV align="center">
<TABLE style="font-size: 8pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="43%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="57%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 8pt">
    <TD align="left" valign="top"><FONT style="font-size: 10pt">&#167; 310 (a)(1)<BR>
(a)(2)<BR>
(a)(3)<BR>
(a)(4)</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 10pt">6.9<BR>
6.9<BR>
Not Applicable<BR>
Not Applicable</FONT></DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">(b)&nbsp;6.8, 6.10
<BR>
&#167; 311 (a)&nbsp;6.13(a), (c)
<BR>
(b)&nbsp;6.13(b), (c)
<BR>
(b)(2) 7.3(a)(ii), 7.3(b)
<BR>
&#167; 312 (a)&nbsp;7.1, 7.2(a)
<BR>
(b)&nbsp;7.2(b)
<BR>
(c)&nbsp;7.2(c)

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 313 (a)<BR>
(b)(1)<BR>
(b)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.3(a)<BR>
Not Applicable<BR>
7.3(b)</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">(c)&nbsp;7.3(c)
<BR>
(d)&nbsp;7.3(d)
<BR>
&#167; 314 (a)&nbsp;7.4
<BR>
(b)&nbsp;Not Applicable

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="69%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(c)(1)<BR>
(c)(2)<BR>
(c)(3)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.2<BR>
1.2<BR>
Not Applicable</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">(d)&nbsp;Not Applicable
<BR>
(e)&nbsp;1.2
<BR>
&#167; 315 (a)&nbsp;6.1(a)
<BR>
(b)&nbsp;6.2, 7.3(a)(6)
<BR>
(c)&nbsp;6.1(b)
<BR>
(d)&nbsp;6.1(c)

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="22%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="73%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(d)(1)<BR>
(d)(2)<BR>
(d)(3)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.1(a)(i), (c)(i)<BR>
6.1(c)(ii)<BR>
6.1(c)(iii)</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">(e)&nbsp;5.14

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 316 (a)<BR>
(a)(1)(A)<BR>
(a)(1)(B)<BR>
(a)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.1<BR>
5.2, 5.12<BR>
5.13<BR>
Not Applicable</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">(b)&nbsp;5.8

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="77%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#167; 317 (a)(1)<BR>
(a)(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">5.3<BR>
5.4</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">(b)&nbsp;10.3
<BR>
&#167; 318 (a)&nbsp;1.8


<P align="left" style="font-size: 10pt">Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture


<P align="left" style="font-size: 10pt; text-indent: 4%">INDENTURE, dated as of November&nbsp;21, 2014 between Penske Automotive Group, Inc., a
Delaware corporation (hereinafter called the &#147;Company&#148;), having its principal office at 2555
Telegraph Road, Bloomfield Hills, Michigan 48302, and The Bank of New York Mellon Trust Company,
N.A., a national banking association (hereinafter called the &#147;Trustee&#148;).


<P align="left" style="font-size: 10pt; text-indent: 4%">Recitals of The Company


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness, unlimited as to principal amount, to bear such rates of interest, to mature at such
time or times, to be issued in one or more series and to have such other provisions as shall be
fixed as hereinafter provided.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company has duly authorized the execution and delivery of this Indenture and all things
necessary to make this Indenture a valid and legally binding agreement of the Company, in
accordance with its terms, have been done.


<P align="left" style="font-size: 10pt; text-indent: 4%">NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:


<P align="center" style="font-size: 10pt"><B>ARTICLE 1</B>



<P align="center" style="font-size: 10pt"><B>DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.1 <U>Definitions.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;the terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly
provided, the terms &#147;generally accepted accounting principles&#148; with respect to any computation
required or permitted hereunder shall mean such accounting principles as are generally accepted at
the date of such computation; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;the words &#147;herein,&#148; &#147;hereof&#148; and &#147;hereunder&#148; and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other subdivision.


<P align="left" style="font-size: 10pt; text-indent: 4%">Certain terms, used principally in Article&nbsp;Six, are defined in that Article.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Accounts Receivable Entity</U>&#148; means a Person, including, without limitation, a
Subsidiary of the Company, whose operations consist solely of owning and/or selling accounts
receivable of the Company and its Subsidiaries and engaging in other activities in connection with
transactions that are Permitted Receivables Financings.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Act</U>&#148; when used with respect to any Holders has the meaning specified in Section&nbsp;1.4.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Additional Amounts</U>&#148; means any additional amounts which are required by a Security or
by or pursuant to a Board Resolution, under circumstances specified therein, to be paid by the
Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Affiliate</U>&#148; 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, &#147;control&#148; when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms &#147;controlling&#148;
and &#147;controlled&#148; have the meanings correlative to the foregoing.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Applicable Law</U>&#148; has the meaning specified in Section&nbsp;1.17.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Authenticating Agent</U>&#148; means any Person authorized by the Trustee pursuant to Section
6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Authorized Newspaper</U>&#148; means a newspaper, in an official language of the country of
publication or in the English language, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the place in connection
with which the term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the foregoing requirements and
in each case on any Business Day.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Bankruptcy Law</U>&#148; means Title 11, U.S. Code or any similar Federal, state or foreign
law for the relief of debtors.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Blockage Period</U>&#148; has the meaning specified in Section&nbsp;13.2(a).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Board of Directors</U>&#148; means the Board of Directors of the Company or any duly
authorized committee thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Board Resolution</U>&#148; means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Business Day</U>,&#148; except as may otherwise be provided in the form of Securities of any
particular series pursuant to the provisions of this Indenture, with respect to any Place of
Payment means each Monday, Tuesday, Wednesday, Thursday and Friday which is neither a legal holiday
nor a day on which banking institutions or trust companies in that Place of Payment are authorized
or obligated by law to close.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Capital Stock</U>&#148; means (1)&nbsp;with respect to any Person that is a corporation, any and
all shares, interests, participation or other equivalents (however designated and whether or not
voting) of corporate stock, including each class of Common Stock and Preferred Stock of such
Person, and (2)&nbsp;with respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Capitalized Lease Obligations</U>&#148; means, as to any Person, the obligations of such
Person under a lease that are required to be classified and accounted for as capital lease
obligations under GAAP and, for purposes of this definition, the amount of such obligations at any
date shall be the capitalized amount of such obligations at such date, determined in accordance
with GAAP.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;Cash Equivalents&#148; means


<P align="left" style="font-size: 10pt; text-indent: 4%">(1)&nbsp;marketable direct obligations issued by, or unconditionally guaranteed by, the United
States Government or issued by any agency thereof and backed by the full faith and credit of the
United States, in each cash maturing within one year from the date of acquisition thereof;


<P align="left" style="font-size: 10pt; text-indent: 4%">(2)&nbsp;marketable direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof maturing within one
year from the date of acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either Standard & Poor&#146;s Corporation (&#147;S&P&#148;) or Moody&#146;s Investors
Service, Inc. (&#147;Moody&#146;s&#148;);


<P align="left" style="font-size: 10pt; text-indent: 4%">(3)&nbsp;commercial paper maturing no more than one year from the date of creation thereof and, at
the time of acquisition, having a rating of at least A-2 from S&P or at least P-2 from Moody&#146;s;


<P align="left" style="font-size: 10pt; text-indent: 4%">(4)&nbsp;demand and time deposit accounts, certificates of deposit or bankers&#146; acceptances maturing
within one year from the date of acquisition thereof issued by any bank organized under the laws of
the United States of America or any state thereof or the District of Columbia or any U.S. branch of
a foreign bank having at the date of acquisition thereof combined capital and surplus of not less
than $250&nbsp;million;


<P align="left" style="font-size: 10pt; text-indent: 4%">(5)&nbsp;repurchase obligations with a term of not more than seven days for underlying securities
of the types described in clause (1)&nbsp;above entered into with any bank meeting the qualifications
specified in clause (4)&nbsp;above;


<P align="left" style="font-size: 10pt; text-indent: 4%">(6)&nbsp;investments in money market funds which invest substantially all their assets in
securities of the types described in clauses (1)&nbsp;through (5)&nbsp;above; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(7)&nbsp;solely in respect of the ordinary course cash management activities of the Foreign
Subsidiaries, equivalents of the investments described in clause (1)&nbsp;above to the extent guaranteed
by any member state of the European Union or the country in which the Foreign Subsidiary operates
and equivalents of the investments described in clause (4)&nbsp;above issued, accepted or offered by any
commercial bank organized under the laws of a member state of the European Union or the
jurisdiction of organization of the applicable Foreign Subsidiary having at the acquisition thereof
combined capital and surplus of not less than $250&nbsp;million.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Cash Management Obligations</U>&#148; means, with respect to any Person, all obligations of
such Person in respect of overdrafts and related liabilities owed to any other Person that arise
from treasury, depositary or cash management services, including in connection with any automated
clearing house transfers of funds, or any similar transactions.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Commission</U>&#148; means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, or if at any time after the
execution of this instrument such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at such time.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Commodity Agreement</U>&#148; means any commodity futures contract, commodity option or other
similar agreement or arrangement entered into by the Company or any Restricted Subsidiary of the
Company designed to protect the Company or any of its Restricted Subsidiaries against fluctuations
in the price of the commodities at the time used in the ordinary course of business of the Company
or any of its Restricted Subsidiaries and not for speculative purposes.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting or non-voting) of
such Person&#146;s common stock, whether outstanding on the date hereof or issued after the date hereof,
and includes, without limitation, all series and classes of such common stock.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Company</U>&#148; means the Person named as the &#147;Company&#148; in the first paragraph of this
instrument until a successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter &#147;Company&#148; shall mean such successor corporation.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Company Request</U>&#148; and &#147;<U>Company Order</U>&#148; mean, respectively, a written request or
order signed in the name of the Company by the Chairman, the President, any Vice President or the
Treasurer, and by the Secretary, an Assistant Treasurer or an Assistant Secretary of the Company,
and delivered to the Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Corporate Trust Office</U>&#148; means the principal office or agency of the Trustee, at which
at any particular time its corporate trust business relating to this Indenture shall be
administered, which office at the date of original execution of this Indenture is located at 2 N.
LaSalle Street, Suite&nbsp;1020, Chicago, IL 60602, Attention: Institutional Trust Services, or such
other address as the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>corporation</U>&#148; includes corporations, associations, partnerships, limited liability
companies and business trusts.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Credit Agreement</U>&#148; means the Third Amended and Restated Credit Agreement dated as of
October&nbsp;30, 2008 entered into among the Company, the lenders that are or may from time to time
become parties thereto and DCFS USA LLC, as agent for the lenders, together with the documents
related thereto (including, without limitation, any guarantee agreements and security documents),
in each case as such agreements may be amended (including any amendment and restatement thereof),
supplemented or otherwise modified from time to time in accordance with their terms (the
&#147;<U>Existing Credit Agreement</U>&#148;), including any agreement (a &#147;<U>Replacement Agreement</U>&#148;)
extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing
the amount of available borrowings thereunder (provided that such increase in borrowings is
permitted by this Indenture) or adding Subsidiaries as additional borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent lender or group of lenders.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Currency Agreement</U>&#148; means any foreign exchange contract, currency swap agreement or
other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary
against fluctuations in currency values.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Defaulted Interest</U>&#148; has the meaning specified in Section&nbsp;3.7.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Default Notice</U>&#148; has the meaning specified in Section&nbsp;13.2(a).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Depositary</U>&#148; means with respect to the Securities of any series issuable or issued in
whole or in part in global form, the Person designated as Depositary by the Company pursuant to
Section&nbsp;3.1(c) until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter &#147;Depositary&#148; shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such Person, &#147;Depositary&#148; as
used with respect to the Securities of any such series shall mean the &#147;Depositary&#148; with respect to
the Securities of that series.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Designated Senior Debt</U>&#148; means (1)&nbsp;Indebtedness under or in respect of the Credit
Agreement (so long as such Indebtedness constitutes Senior Debt); provided, that Indebtedness under
any Replacement Agreement will constitute Designated Senior Debt only if permitted under the terms
of the Existing Credit Agreement (if the Existing Credit Agreement is then in effect), and (2)&nbsp;any
other Indebtedness constituting Senior Debt which, at the time of determination, has an aggregate
principal amount of at least $50&nbsp;million and is specifically designated in the instrument
evidencing such Senior Debt as &#147;Designated Senior Debt&#148; by the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Disqualified Capital Stock</U>&#148; means that portion of any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is mandatorily exchangeable for Indebtedness, or is
redeemable or exchangeable for Indebtedness, at the sole option of the holder thereof on or prior
to the final maturity date of the Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Dollars</U>&#148; or &#147;<U>$</U>&#148; or any similar reference shall mean currency of the United
States which at the time shall be legal tender for the payment of public and private debts.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Event of Default</U>&#148; has the meaning specified in Section&nbsp;5.1.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Fair Market Value</U>&#148; means, with respect to any asset or property, the price which
could be negotiated in an arm&#146;s-length, free market transaction, for cash, between a willing seller
and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the
transaction. Fair Market Value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors
of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Foreign Subsidiary</U>&#148; means any Subsidiary that is organized and existing under the
laws of a jurisdiction other than the United States, any State thereof or the District of Columbia.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>GAAP</U>&#148; means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant segment of the
accounting profession of the United States, which are in effect as of the date hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Hedging Obligations</U>&#148; means, with respect to any Person, the obligations of such
Person in respect of (a)&nbsp;interest rate or currency swap agreements, interest rate or currency cap
agreements, interest rate or currency collar agreements or (b)&nbsp;other agreements or arrangements
designed to protect such Person against fluctuations in interest rates and/or currency exchange
rates.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Holder</U>&#148; when used with respect to any Security means the Person in whose name the
Security is registered in the Security Register.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Indebtedness</U>&#148; means, with respect to any Person, without duplication:


<P align="left" style="font-size: 10pt; text-indent: 4%">(1)&nbsp;all Obligations of such Person for borrowed money;


<P align="left" style="font-size: 10pt; text-indent: 4%">(2)&nbsp;all Obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments;


<P align="left" style="font-size: 10pt; text-indent: 4%">(3)&nbsp;all Capitalized Lease Obligations of such Person;


<P align="left" style="font-size: 10pt; text-indent: 4%">(4)&nbsp;all Obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all Obligations under any title retention agreement
(but excluding trade accounts payable and other accrued liabilities arising in the ordinary course
of business that are not overdue by 90&nbsp;days or more or are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted);


<P align="left" style="font-size: 10pt; text-indent: 4%">(5)&nbsp;all Obligations for the reimbursement of any obligor on any letter of credit, banker&#146;s
acceptance or similar credit transaction;


<P align="left" style="font-size: 10pt; text-indent: 4%">(6)&nbsp;guarantees and other contingent obligations in respect of Indebtedness of any other Person
referred to in clauses (1)&nbsp;through (5)&nbsp;above and clauses (8)&nbsp;and (10)&nbsp;below;


<P align="left" style="font-size: 10pt; text-indent: 4%">(7)&nbsp;all Obligations of any other Person of the type referred to in clauses (1)&nbsp;through (6)
which are secured by any Lien on any property or asset of such Person, the amount of such
Obligation being deemed to be the lesser of the Fair Market Value of such property or asset or the
amount of the Obligation so secured;


<P align="left" style="font-size: 10pt; text-indent: 4%">(8)&nbsp;all Obligations under currency agreements and interest swap agreements of such Person;


<P align="left" style="font-size: 10pt; text-indent: 4%">(9)&nbsp;all Disqualified Capital Stock of the Company and all Preferred Stock of a Restricted
Subsidiary with the amount of Indebtedness represented by such Disqualified Capital Stock or
Preferred Stock being equal to the greater of its voluntary or involuntary liquidation preference
and its maximum fixed repurchase price, but excluding accrued and unpaid dividends, if any; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(10)&nbsp;all Outstanding Permitted Receivables Financings.


<P align="left" style="font-size: 10pt; text-indent: 4%">For purposes hereof, the &#147;maximum fixed repurchase price&#148; of any Disqualified Capital Stock or
Preferred Stock which does not have a fixed repurchase price shall be calculated in accordance with
the terms of such Disqualified Capital Stock or Preferred Stock as if such Disqualified Capital
Stock or Preferred Stock were purchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair
Market Value of such Disqualified Capital Stock or Preferred Stock, such Fair Market Value shall be
determined reasonably and in good faith by the Board of Directors of the issuer of such
Disqualified Capital Stock or Preferred Stock.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Indenture</U>&#148; means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Interest</U>&#148; when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity means interest payable after Maturity, and, when used with
respect to a Security which provides for the payment of Additional Amounts pursuant to Section
10.4, includes such Additional Amounts.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Insolvency or Liquidation Proceeding</U>&#148; means, with respect to any Person, (a)&nbsp;any
voluntary or involuntary case or proceeding under any Bankruptcy Law, (b)&nbsp;any other voluntary or
involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding with respect to such Person or with
respect to any of its assets, (c)&nbsp;any liquidation, dissolution, reorganization or winding up of
such Person whether voluntary or involuntary and whether or not involving insolvency or bankruptcy
or (d)&nbsp;any assignment for the benefit of creditors or any other marshaling of assets and
liabilities of such Person.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Interest Payment Date</U>&#148; means the Stated Maturity of an installment of interest on the
applicable Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Interest Swap Obligations</U>&#148; means the obligations of the Company and Restricted
Subsidiaries pursuant to any arrangement with any other Person, whereby, directly or indirectly,
the Company or any Restricted Subsidiary is entitled to receive from time to time periodic payments
calculated by applying either a floating or a fixed rate of interest on a stated notional amount in
exchange for periodic payments made by such other Person calculated by applying a fixed or a
floating rate of interest on the same notional amount and shall include, without limitation,
interest rate lock obligations, interest rate swaps, caps, floors, collars and similar agreements.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Lien</U>&#148; means any lien, mortgage, deed of trust, deed to secure debt, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof and any agreement to give any security
interest).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Maturity</U>&#148; when used with respect to any Security means the date on which the
principal of such Security or an installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of
redemption or otherwise.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Obligations</U>&#148; means any and all obligations with respect to the payment of (a)&nbsp;any
principal of or interest (including interest accruing on or after the commencement of any
Insolvency or Liquidation Proceedings, whether or not a claim for post-filing interest is allowed
in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in
respect of any letter of credit, (b)&nbsp;any fees, indemnification obligations, damages, expense
reimbursement obligations or other liabilities payable under the documentation governing any
Indebtedness, (c)&nbsp;any obligation to post cash collateral in respect of letters of credit and any
other obligations and (d)&nbsp;any Cash Management Obligations or Hedging Obligations.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Officers&#146; Certificate</U>&#148; means a certificate signed by the Chairman of the Board, the
President, any Vice President or the Treasurer, and by the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee. Each such certificate shall include the statements
provided for in Section&nbsp;1.2.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Opinion of Counsel</U>&#148; means a written opinion of counsel acceptable to the Trustee, who
may (except as otherwise expressly provided in this Indenture) be an employee of or counsel for the
Company, or other counsel. Each such opinion shall include the statements provided for in Section
1.2.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Original Issue Discount Security</U>&#148; means a Security issued pursuant to this Indenture
which provides for declaration of an amount less than the principal thereof to be due and payable
upon acceleration pursuant to Section&nbsp;5.2.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Outstanding</U>&#148; when used with respect to Securities means, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except:


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;


<P align="left" style="font-size: 10pt; text-indent: 4%">(ii)&nbsp;Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(iii)&nbsp;Securities which have been paid pursuant to Section&nbsp;3.6 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company:


<P align="left" style="font-size: 10pt"><U>provided</U>, <U>however</U>, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount
Security that may be counted in making such determination and that shall be deemed to be
outstanding for such purposes shall be equal to the amount of the principal thereof that could be
declared to be due and payable pursuant to the terms of such Original Issue Discount Security at
the time the taking of such action by the Holders of such requisite principal amount is evidenced
to the Trustee as provided in Section&nbsp;1.4(a), <U>and</U>, <U>provided further</U>, that
Securities owned beneficially by the Company or any other obligor upon the Securities or any
Affiliate (other than officers or directors of the Company) of the Company or such other obligor,
shall be disregarded and deemed not to be outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee&#146;s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor. In the case of a dispute
as to such right, the advice of counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish
to the Trustee promptly an Officers&#146; Certificate listing and identifying all securities known by
the Company to be owned or held by or for the account of any of the above-described persons; and,
subject to the terms of this Indenture, the Trustee shall be entitled to accept such Officers&#146;
Certificate as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are outstanding for the purpose of any such determination.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Outstanding Permitted Receivables Financings</U>&#148; means the aggregate amount of the
receivables sold or financed pursuant to a Permitted Receivables Financing that remain uncollected
at any one time.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Paying Agent</U>&#148; means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Securities on behalf of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Permitted Receivables Financing</U>&#148; means any sale by the Company or a Restricted
Subsidiary of accounts receivable and related assets intended to be (and which shall be treated for
purposes of this Indenture as) a true sale transaction with customary limited recourse based upon
the collectability of the receivables sold and the corresponding sale or pledge of such accounts
receivable (or an interest therein) in each case without any guarantee by the Company or any
Restricted Subsidiary other than an Accounts Receivable Entity.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Person</U>&#148; means any individual, corporation, limited liability company, partnership,
joint venture, association, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Place of Payment</U>&#148; when used with respect to the Securities of any series means the
place or places where, subject to the provisions of Section&nbsp;10.2, the principal of (and premium, if
any) and interest on the Securities of that series are payable as specified as provided pursuant to
Section&nbsp;3.1.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Predecessor Security</U>&#148; of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section&nbsp;3.6 in
exchange for or in lieu of a lost, destroyed, mutilated or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed, mutilated or stolen Security.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Preferred Stock</U>&#148; of any Person means any Capital Stock of such Person that has
preferential rights to any other Capital Stock of such Person with respect to dividends or
redemptions or upon liquidation.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Redemption Date</U>&#148; when used with respect to any Security to be redeemed means the date
fixed for such redemption by or pursuant to this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Redemption Price</U>&#148; when used with respect to any Security to be redeemed means the
price at which it is to be redeemed as determined pursuant to the provisions of this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Refinance</U>&#148; means in respect of any security or Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in
exchange or replacement for , such security or Indebtedness in whole or in part. &#147;Refinanced&#148; and
&#147;Refinancing&#148; shall have correlative meanings.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Refinancing Indebtedness</U>&#148; means any Refinancing by the Company or any Restricted
Subsidiary of Indebtedness incurred in accordance with this Indenture, in each case that does not:


<P align="left" style="font-size: 10pt; text-indent: 4%">(1)&nbsp;result in an increase in the aggregate principal amount of any Indebtedness of such Person
as of the date of such proposed Refinancing (plus the amount of any premium reasonably necessary to
Refinance such Indebtedness and plus the amount of reasonable expenses incurred by the Company in
connection with such Refinancing); or


<P align="left" style="font-size: 10pt; text-indent: 4%">(2)&nbsp;create Indebtedness with (A)&nbsp;a Weighted Average Life to Maturity that is less than the
Weighted Average Life to Maturity of the Indebtedness being Refinanced or (B)&nbsp;a final maturity
earlier than the final maturity of the Indebtedness being Refinanced;


<P align="left" style="font-size: 10pt">provided that if such Indebtedness being Refinanced is Indebtedness of the Company and/or a
Subsidiary, then such Refinancing Indebtedness shall be Indebtedness solely of the Company and/or
such Subsidiary.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Registered Security</U>&#148; means any Security established pursuant to Section&nbsp;2.1 which is
registered in the Security Register.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Regular Record Date</U>&#148; for the interest payable on a Security on any Interest Payment
Date means the date, if any, specified in such Security as the &#147;Regular Record Date.&#148;


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Representative</U>&#148; means the indenture trustee or other trustee agent or representative
in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated
Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt
shall at all times constitute the holders of a majority in outstanding principal amount of such
Designated Senior Debt in respect of any Designated Senior Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Responsible Officer</U>&#148; when used with respect to the Trustee means any officer within
the corporate trust department of the Trustee, including any vice president, assistant secretary,
senior associate, associate, 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&#146;s
knowledge of and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Restricted Subsidiary</U>&#148; means any Subsidiary of the Company that has not been
designated by the Board of Directors of the Company, by a board resolution delivered to the
Trustee, as an Unrestricted Subsidiary pursuant to and in compliance with this Indenture. Any such
designation may be revoked by a board resolution of the Company delivered to the Trustee, subject
to the provisions of this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Security</U>&#148; or &#147;<U>Securities</U>&#148; means any Security or Securities, as the case may
be, authenticated and delivered under this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Security Register</U>&#148; and &#147;<U>Security Registrar</U>&#148; have the respective meanings
specified in Section&nbsp;3.5.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Senior Debt</U>&#148; means the principal of, premium, if any, and interest (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an allowed claim under
applicable law) on any Indebtedness of the Company, whether outstanding on the date hereof or
thereafter created, incurred or assumed unless, in the case of any particular Indebtedness and
Security, the instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in right of payment to
such Security. Without limiting the generality of the foregoing, &#147;Senior Debt&#148; shall also include
the principal of, premium, if any, interest (including any interest accruing subsequent to the
filing of a petition of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law) on, and all other
amounts owing in respect of:


<P align="left" style="font-size: 10pt; text-indent: 4%">(x)&nbsp;all monetary obligations of every nature of the Company under the Credit Agreement,
including, without limitation, obligations to pay principal and interest, reimbursement obligations
under letters of credit, fees, expenses and indemnities;


<P align="left" style="font-size: 10pt; text-indent: 4%">(y)&nbsp;all Interest Swap Obligations; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(z)&nbsp;all obligations under Commodity Agreements and Currency Agreements.


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding the foregoing, &#147;Senior Debt&#148; shall not include:


<P align="left" style="font-size: 10pt; text-indent: 4%">(1)&nbsp;any Indebtedness of the Company to a Restricted Subsidiary or any Affiliate of the Company
or any of such Affiliate&#146;s Subsidiaries;


<P align="left" style="font-size: 10pt; text-indent: 4%">(2)&nbsp;Indebtedness to, or guaranteed on behalf of, any shareholder, director, officer or
employee of the Company or any Restricted Subsidiary (including without limitation, amounts owed
for compensation);


<P align="left" style="font-size: 10pt; text-indent: 4%">(3)&nbsp;Indebtedness to trade creditors and other amounts incurred in connection with obtaining
goods, materials or services;


<P align="left" style="font-size: 10pt; text-indent: 4%">(4)&nbsp;Indebtedness represented by Disqualified Capital Stock;


<P align="left" style="font-size: 10pt; text-indent: 4%">(5)&nbsp;any liability for federal, state, local or other taxes owed by the Company;


<P align="left" style="font-size: 10pt; text-indent: 4%">(6)&nbsp;Indebtedness incurred in violation of this Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(7)&nbsp;Indebtedness which, when incurred and without respect to any election under Section
1111(b) of Title&nbsp;11, United States Code, is without recourse to the Company; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(8)&nbsp;any Indebtedness which is, by its express terms, subordinated in right of payment to any
other Indebtedness of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Special Record Date</U>&#148; for the payment of any Defaulted Interest on the Securities of
any series means a dated fixed by the Trustee pursuant to Section&nbsp;3.7.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Stated Maturity</U>&#148; when used with respect to any Security or any installment of
principal thereof or interest thereon means the date specified in such Security as the fixed date
on which the principal of such Security or such installment of principal or interest is due and
payable.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Subsidiary</U>,&#148; with respect to any Person, means (1)&nbsp;any corporation of which the
outstanding Capital Stock having at least a majority of the votes entitled to be cast in the
election of directors under ordinary circumstances shall at the time be owned, directly or
indirectly, by such Person or (2)&nbsp;any other Person of which at least a majority of the voting
interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Trustee</U>&#148; means the Person named as the &#147;Trustee&#148; in the first paragraph of this
instrument until a successor Trustee shall have become such with respect to one or more series of
Securities pursuant to the applicable provisions of this Indenture, and thereafter &#147;Trustee&#148; shall
mean each Person who is then a Trustee hereunder, and if at any time there is more than one such
Person, &#147;Trustee&#148; shall mean each such Person and as used with respect to the Securities of any
series shall mean the Trustee with respect to the Securities of that series.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Trust Indenture Act</U>&#148; means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; <U>provided</U>, <U>however</U>, that in the event the
Trust Indenture Act of 1939 is amended after such date, &#147;Trust Indenture Act&#148; means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>United States</U>&#148; or &#147;<U>U.S.</U>&#148; means the United States of America (including the
states and the District of Columbia), its territories and possessions and other areas subject to
its jurisdiction.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>United States Alien</U>&#148; means any Person who, for United States Federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary
of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for
United States Federal income tax purposes, a foreign corporation, a non-resident alien individual
or a non-resident alien fiduciary of a foreign estate or trust.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Unrestricted Subsidiary</U>&#148; means any Subsidiary of the Company designated as such
pursuant to and in compliance with this Indenture. Any such designation may be revoked by a board
resolution of the Company delivered to the Trustee, subject to the provisions of this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>U.S. Government Obligations</U>&#148; means securities that are (i)&nbsp;direct obligations of the
United States for the payment of which its full faith and credit is pledged or (ii)&nbsp;obligations of
a Person controlled or supervised by and acting as an agency or instrumentality of the United
States the timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, that, in either case under clauses (i)&nbsp;or (ii), are not callable
or redeemable at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government Obligation held by
such custodian for the account of the holder of a depository receipt; <U>provided</U> that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Weighted Average Life to Maturity</U>&#148; means, when applied to any Indebtedness at any
date, the number of years obtained by dividing (A)&nbsp;the then outstanding aggregate principal amount
of such Indebtedness into (B)&nbsp;the total sum of the products obtained by multiplying (I)&nbsp;the amount
of each then remaining installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (II)&nbsp;the number of years
(calculated to the nearest one-twelfth) which will elapse between such date and the making of such
payment.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.2 <U>Compliance Certificates and Opinions.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers&#146; 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, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.


<P align="left" style="font-size: 10pt; text-indent: 4%">Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;a statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein relating thereto;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;a statement that, in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such condition or covenant has been complied with; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.3 <U>Form of Documents Delivered to Trustee.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents. Any certificate or opinion of an officer of the Company
may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.


<P align="left" style="font-size: 10pt; text-indent: 4%">Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.


<P align="left" style="font-size: 10pt; text-indent: 4%">Any certificate, statement or opinion of an officer of the Company or of counsel may be based
insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
a firm of accountants or an accountant in the employ of the Company, unless such officer or
counsel, as the case may be, knows that the certificate or opinion or representations with respect
to the accounting matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous.


<P align="left" style="font-size: 10pt; text-indent: 4%">Any certificate or opinion of any independent firm of public accountants filed with the
Trustee shall contain a statement that such firm is independent.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.4 <U>Acts of Holders.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the &#147;Act&#148; of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section&nbsp;6.1) conclusive in favor of the Trustee and the Company and
any agent of the Trustee or the Company, if made in the manner provided in this Section.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;The fact and date of the execution by any Person of any such instrument or writing may be
proved in any reasonable manner which the Trustee deems sufficient and in accordance with such
reasonable rules as the Trustee may determine; and the Trustee may in any instance require further
proof with respect to any of the matters referred to in this Section.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;The ownership of Securities and the principal amount and serial numbers of Securities held
by any Person, and the date of holding the same, shall be proved by the Security Register.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;If the Company shall solicit from the Holders of any Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by
Board Resolution, fix in advance a record date for the determination of Holders of Securities
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act may be given before
or after such record date, but only the Holders of Securities of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six
months after the record date.


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent or the Company in reliance thereon, whether or not notation of such action is made
upon such Security.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.5 <U>Notices, Etc., to Trustee and Company.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with,


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Administration, or


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to the attention of its Treasurer at the address of its
principal office specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">In addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions
or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other
similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion
elects to act upon such instructions, the Trustee&#146;s understanding of such instructions shall be
deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee&#146;s reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The party providing electronic instructions agrees to assume all risks arising out of
the use of such electronic methods to submit instructions and directions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.6 <U>Notice to Holders of Securities; Waiver.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Except as otherwise expressly provided herein or in the form of Securities of any particular
series pursuant to the provisions of this Indenture, where this Indenture provides for notice to
Holders of Securities of any event, such notice shall be sufficiently given to Holders of
Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Security
affected by such event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice.


<P align="left" style="font-size: 10pt; text-indent: 4%">In any case where notice to Holders of Securities is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security
shall affect the sufficiency of such notice with respect to other Holders of Securities. In the
case by reason of the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed
with the Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.7 <U>Language of Notices, Etc.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Any request, demand, authorization, direction, notice, consent, election or waiver required or
permitted under this Indenture shall be in the English language, except that, if the Company so
elects, any published notice may be in an official language of the country of publication.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.8 <U>Conflict with Trust Indenture Act.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If any provision hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such
required provisions shall control.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.9 <U>Effect of Headings and Table of Contents.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.10 <U>Successors and Assigns.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">All covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.11 <U>Separability Clause.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">In case any provision in this Indenture shall be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.12 <U>Benefits of Indenture.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent
and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.13 <U>Governing Law.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.14 <U>Legal Holidays.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or the Securities other than a provision in the Securities which
specifically states that such provision shall apply in lieu of this Section) payment of interest or
any Additional Amounts or principal (and premium, if any) need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.15 <U>Waiver of Jury Trial; Submission of Jurisdiction.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B>The Company hereby irrevocably submits to the jurisdiction of any New York State court sitting
in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of
Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or
relating to this Indenture and the Notes, and irrevocably accepts for itself and in respect of its
property, generally and unconditionally, jurisdiction of the aforesaid courts.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.16 <U>Force Majeure.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">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.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;1.17 <U>FACTA.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">In order to comply with applicable tax laws, rules and regulations (inclusive of directives,
guidelines and interpretations promulgated by competent authorities) in effect from time to time
(&#147;Applicable Law&#148;) that a foreign financial institution, issuer, trustee, paying agent, holder or
other institution is or has agreed to be subject to related to the Indenture, the Company agrees
(i)&nbsp;to provide to The Bank of New York Mellon Trust Company, N.A. sufficient information about
Holders or other applicable parties and/or transactions (including any modification to the terms of
such transactions) so The Bank of New York Mellon Trust Company, N.A. can determine whether it has
tax related obligations under Applicable Law, (ii)&nbsp;that The Bank of New York Mellon Trust Company,
N.A. shall be entitled to make any withholding or deduction from payments under the Indenture to
the extent necessary to comply with Applicable Law for which The Bank of New York Mellon Trust
Company, N.A. shall not have any liability, and (iii)&nbsp;to hold harmless The Bank of New York Mellon
Trust Company, N.A. for any losses it may suffer due to the actions it takes to comply with such
Applicable Law.&nbsp; The terms of this Section&nbsp;1.17 shall survive the termination of this Indenture.


<P align="center" style="font-size: 10pt"><B>ARTICLE 2</B>



<P align="center" style="font-size: 10pt"><B>SECURITY FORMS</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;2.1 <U>Forms Generally.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Securities, if any, of each series and Securities in global form, if any, shall be in the
form established by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, shall have appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers of the Company executing such
Securities, as evidenced by their execution of such Securities. If the forms of the Securities of
any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by
Section&nbsp;3.3 for the authentication and delivery of such Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">Unless otherwise provided as contemplated by Section&nbsp;3.1 with respect to any series of
Securities, the Securities of each series shall be issuable in registered form without coupons.


<P align="left" style="font-size: 10pt; text-indent: 4%">The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved borders or may be
produced in any other manner, all as determined by the officers of the Company executing such
Securities, as evidenced by their execution of such Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;2.2 <U>Form of Trustee&#146;s Certificate of Authentication.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee&#146;s Certificate of Authentication shall be in substantially the following form:


<P align="left" style="font-size: 10pt; text-indent: 4%">This is one of the Securities of the series designated therein referred to in the within
mentioned Indenture.


<P align="left" style="font-size: 10pt; text-indent: 25%">The Bank of New York Mellon Trust Company, N.A.


<P align="left" style="font-size: 10pt; text-indent: 25%">as Trustee


<P align="left" style="font-size: 10pt; text-indent: 25%">By:


<P align="left" style="font-size: 10pt; text-indent: 30%">Authorized Signatory


<P align="left" style="font-size: 10pt; text-indent: 25%">Dated:


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;2.3 <U>Securities in Global Form.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If Securities of a series are issuable in whole or in part in global form, any such Security
may provide that it shall represent the aggregate amount of Outstanding Securities from time to
time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges or increased to reflect
the issuance of additional Securities. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby
shall be made in such manner and by such Person or Persons, as shall be specified therein or in the
Company Order delivered to the Trustee pursuant to Section&nbsp;3.3.


<P align="center" style="font-size: 10pt"><B>ARTICLE 3</B>



<P align="center" style="font-size: 10pt"><B>THE SECURITIES</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.1 <U>Amount Unlimited; Issuable in Series.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers&#146; Certificate, or established in one or more
indentures supplemental hereto prior to the issuance of Securities of any series:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;the title of the Securities and the series in which such Securities shall be included;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;the limit, if any, upon the aggregate principal amount of the Securities of such title and
the Securities of such series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of the series pursuant to Section&nbsp;3.4, Section&nbsp;3.5, Section&nbsp;3.6,
Section&nbsp;9.6 or Section&nbsp;11.7);


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;whether Securities of the series may be issued in whole or in part in global form and, if
so, the identity of the Depositary for such Securities in global form, and the terms and
conditions, if any, upon which interests in such Securities in global form may be exchanged, in
whole or in part, for the individual Securities represented thereby;


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;the date or dates on which the principal of such Securities is payable;


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;the rate or rates at which such Securities shall bear interest, if any, or method by which
such rate or rates are determined, the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the
interest payable on Registered Securities on any Interest Payment Date, whether and under what
circumstances Additional Amounts on such securities shall be payable in respect of specified taxes,
assessments or other governmental charges withheld or deducted and, if so, whether the Company has
the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis
upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day
months;


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;the place or places, if any, in addition to or other than the Borough of Manhattan, The
City of New York, where the principal of (and premium, if any) and interest on or Additional
Amounts, if any, payable in respect of such Securities shall be payable, where such Securities may
be surrendered for registration of transfer, where such Securities may be surrendered for exchange
and where notice and demands to or upon the Company, in respect of such Securities and this
Indenture, may be served and where notices to Holders pursuant to Section&nbsp;1.6 will be published;


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;the period or periods within which, the price or prices at which and the terms and
conditions upon which such Securities may be redeemed, in whole or in part, at the option of the
Company or a Holder;


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;the obligation, if any, of the Company to redeem such Securities pursuant to any sinking
fund and the period or periods within which, the price or prices at which and the terms and
conditions upon which such Securities shall be redeemed in whole or in part, pursuant to such
obligation;


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;the denominations in which Securities of the series, if any, shall be issuable if other
than denominations of $1,000 and any integral multiple thereof;


<P align="left" style="font-size: 10pt; text-indent: 4%">(j)&nbsp;whether the Securities will be convertible into or exchangeable for shares of common stock
or other securities of the Company or any other Person and, if so, the terms and conditions upon
which such Securities will be so convertible or exchangeable, including the conversion or exchange
price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional
(at the Company&#146;s option or the holders&#146; option) conversion or exchange features, and the
applicable conversion or exchange period;


<P align="left" style="font-size: 10pt; text-indent: 4%">(k)&nbsp;if other than dollars, the coin or currency in which the Securities of the series are
denominated (including, but not limited to, foreign currency);


<P align="left" style="font-size: 10pt; text-indent: 4%">(l)&nbsp;if other than the principal amount thereof, the portion of the principal amount of such
Securities which shall be payable upon declaration of acceleration of the Maturity thereof pursuant
to Section&nbsp;5.2;


<P align="left" style="font-size: 10pt; text-indent: 4%">(m)&nbsp;if the amount of payments of principal of (and premium, if any) or interest, if any, on,
and Additional Amounts in respect of such Securities may be determined with reference to an index,
formula or other method other than that in which the Securities are stated to be payable, the
manner in which such amounts shall be determined;


<P align="left" style="font-size: 10pt; text-indent: 4%">(n)&nbsp;if the Securities of such series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series) only upon receipt of
certain certificates or other documents or satisfaction of other conditions, then the form and
terms of such certificates, documents or conditions;


<P align="left" style="font-size: 10pt; text-indent: 4%">(o)&nbsp;whether, and under what conditions, Additional Amounts will be payable to Holders of
Securities of such series pursuant to Section&nbsp;10.4;


<P align="left" style="font-size: 10pt; text-indent: 4%">(p)&nbsp;any Events of Default with respect to Securities of such series, if not otherwise set
forth herein; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(q)&nbsp;any other terms of such Securities (which terms shall not be inconsistent with the
provisions of this Indenture).


<P align="left" style="font-size: 10pt; text-indent: 4%">All Securities of any one series shall be substantially identical except as to denomination
and the rate or rates of interest, if any, redemption dates and sinking fund dates, if any, and
Stated Maturity, the date from which interest, if any, shall accrue, the amount that shall be
payable upon the declaration of acceleration and except as may otherwise be provided in or pursuant
to such Board Resolution and set forth in such Officers&#146; Certificate or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of additional Securities of such
series.


<P align="left" style="font-size: 10pt; text-indent: 4%">If any of the terms of the Securities of any series were established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers&#146; Certificate setting forth the terms of such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.2 <U>Denominations.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Unless other denominations and amounts may from time to time be fixed by or pursuant to a
Board Resolution, the Registered Securities of each series, if any, shall be issuable in registered
form without coupons in denominations of $1,000 and any integral multiple thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.3 <U>Execution, Authentication, Delivery and Dating.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Securities shall be executed on behalf of the Company by its Chairman of the Board,
President, any Vice President or its Treasurer under its corporate seal reproduced thereon and
attested by its Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. The seal of the Company may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. Typographical and other minor errors or defects in any such reproduction of the seal or
any such signature shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, executed by the Company, to the Trustee for
authentication, together with the Board Resolution and Officers&#146; Certificate or supplemental
indenture with respect to such Securities referred to in Section&nbsp;3.1 and a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order and subject to the provisions hereof shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be provided with, and (subject to Section&nbsp;6.1)
shall be fully protected in relying upon, an Officers&#146; Certificate pursuant to Section&nbsp;1.2 and an
Opinion of Counsel stating,


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;that the form and terms of such Securities have been established in conformity with the
provision of this Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;that all conditions precedent set forth in this Indenture to the authentication and
delivery of such Securities have been complied with;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;and that such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization and other laws of general applicability relating to or affecting the enforcement of
creditors&#146; rights and to general equity principles; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;such other matters as the Trustee may reasonably request;


<P align="left" style="font-size: 10pt"><U>provided</U>, <U>however</U>, that if all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of
each Security, but such Opinion of Counsel, with appropriate modifications, may instead be
delivered at or prior to the time of the first issuance of Securities of such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee&#146;s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee or if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken.


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Company shall establish pursuant to Section&nbsp;3.1 that Securities of a series may be
issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such series, authenticate and
deliver one or more Securities in global form that (i)&nbsp;shall represent and shall be denominated in
an authorized aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series and tenor to be represented by one or more Securities in global form,
(ii)&nbsp;shall be registered, in the name of the Depositary for such Security or Securities in global
form or the nominee of such Depositary, (iii)&nbsp;shall be delivered to such Depositary or pursuant to
such Depositary&#146;s instruction and (iv)&nbsp;shall bear a legend substantially to the following effect:
&#147;Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may
not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to The Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO.
or such other name as requested by an authorized representative of the Depository Trust Company and
any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise
by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest
herein.&#148; Each Depositary designated pursuant to Section&nbsp;3.1 for a Security in global form must, at
the time of its designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable statute or
regulation.


<P align="left" style="font-size: 10pt; text-indent: 4%">Each Security shall be dated the date of its authentication.


<P align="left" style="font-size: 10pt; text-indent: 4%">No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section&nbsp;2.2 or Section&nbsp;6.14 executed by or on behalf of
the Trustee by the manual signature of one of its authorized signatories, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.4 <U>Temporary Securities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Pending the preparation of definitive Securities of any series, the Company may execute and
deliver to the Trustee, and upon Company Order the Trustee shall authenticate and deliver, in the
manner provided in Section&nbsp;3.3, temporary Securities of such series which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued, in
registered form without coupons and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of Securities of any series, such
temporary Securities may be in global form, representing all of the Outstanding Securities of such
series and tenor.


<P align="left" style="font-size: 10pt; text-indent: 4%">Except in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities of such series shall be
exchangeable upon request for definitive Securities of such series containing identical terms and
provisions upon surrender of the temporary Securities of such series at an office or agency of the
Company maintained for such purpose pursuant to Section&nbsp;10.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series a Company Order,
Officers&#146; Certificate and Opinion of Counsel, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series containing identical terms and provisions. Unless
otherwise specified as contemplated by Section&nbsp;3.1 with respect to a temporary Security in global
form, until so exchanged the temporary Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Securities of such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.5 <U>Registration, Transfer and Exchange.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">With respect to the Securities of each series, if any, the Company shall cause to be kept, at
an office or agency of the Company maintained pursuant to Section&nbsp;10.2, a register (herein
sometimes referred to as the &#147;Security Register&#148;) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of the Securities of each
series and of transfers of the Securities of each series. The Trustee is hereby appointed &#147;Security
Registrar&#148; for the purpose of registering Securities and transfers and exchanges of Securities as
herein provided; <U>provided</U> that the Company may, from time to time, designate (or change any
designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars
with respect to the Securities of one or more series, with notice to the Trustee and as provided in
Section&nbsp;1.6 to the Holders. At all reasonable times the Security Register shall be open for
inspection by the Company. In the event that the Trustee shall not be the Security Registrar, it
shall have the right to examine the Security Register at all reasonable times.


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon surrender for registration of transfer of any Security of any series at any office or
agency of the Company maintained for that series pursuant to Section&nbsp;10.2, the Company shall
execute, and the Trustee, upon receipt of a Company Order, Officers&#146; Certificate and Opinion of
Counsel, shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series of an authorized denomination, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and containing identical terms
and provisions.


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding any other provision of this Section, unless and until it is exchanged in whole
or in part for the individual Securities represented thereby, in definitive form, a Security in
global form representing all or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor Depositary for such series or a nominee of such successor
Depositary.


<P align="left" style="font-size: 10pt; text-indent: 4%">At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series containing identical terms and provisions, in any authorized denominations, and of
a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such
office or agency of the Company maintained for that series pursuant to Section&nbsp;10.2. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the Trustee, upon
receipt of a Company Order, Officers&#146; Certificate and Opinion of Counsel, shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive.


<P align="left" style="font-size: 10pt; text-indent: 4%">If at any time the Depositary for the Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series or if at any time
the Depositary for the Securities of such series shall no longer be eligible under Section&nbsp;3.3, the
Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary for the Securities of such series is not appointed by the
Company within 90&nbsp;days after the Company receives such notice or becomes aware of such
ineligibility, the Company&#146;s election pursuant to Section&nbsp;3.1(c) shall no longer be effective with
respect to the Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order, Officers&#146; Certificate and Opinion of Counsel for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver, Securities of such
series in definitive form in an aggregate principal amount and of like terms and tenor equal to the
principal amount of the Security or Securities in global form representing such series in exchange
for such Security or Securities in global form.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company may at any time and in its sole discretion determine that individual Securities of
any series issued in global form shall no longer be represented by such Security or Securities in
global form. In such event the Company will execute, and the Trustee, upon receipt of a Company
Order, Officers&#146; Certificate and Opinion of Counsel for the authentication and delivery of
individual definitive Securities of such series and of the same terms and tenor, will authenticate
and deliver individual Securities of such series in definitive form in authorized denominations and
in an aggregate principal amount equal to the principal amount of the Security or Securities in
global form representing such series in exchange for such Security or Securities in global form.


<P align="left" style="font-size: 10pt; text-indent: 4%">If specified by the Company pursuant to Section&nbsp;3.1 with respect to a series of Securities,
the Depositary for such series of Securities may surrender a Security in global form for such
series of Securities in exchange in whole or in part for individual Securities of such series in
definitive form and of like terms and tenor on such terms as are acceptable to the Company, the
Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of
a Company Order, Officers&#146; Certificate and Opinion of Counsel for the authentication and delivery
of individual definitive Securities of such series, shall authenticate and deliver, without service
charge:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;to the Depositary or to each Person specified by such Depositary a new individual Security
or Securities of the same series and of the same tenor, of authorized denominations, in aggregate
principal amount equal to and in exchange for such Person&#146;s beneficial interest in the Security in
global form; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;to such Depositary a new Security in global form in a denomination equal to the
difference, if any, between the principal amount of the surrendered Security in global form and the
aggregate principal amount of the individual Securities delivered to Holders thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee upon receipt of a Company Order, Officers&#146; Certificate and Opinion of
Counsel will authenticate and deliver individual Securities in definitive registered form in
authorized denominations.


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the exchange of a Security in global form for Securities in definitive form, at the
direction of the Company, such Security in global form shall be cancelled by the Trustee.
Securities issued in exchange for a Security in global form pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary for such Security
in global form, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the persons in
whose names such Securities are so registered or to the Depositary.


<P align="left" style="font-size: 10pt; text-indent: 4%">Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee, upon receipt of a Company Order, Officers&#146; Certificate and Opinion of Counsel, shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.


<P align="left" style="font-size: 10pt; text-indent: 4%">All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


<P align="left" style="font-size: 10pt; text-indent: 4%">Every Security presented or surrendered for registration of transfer or for exchange or
redemption shall (if so required by the Company or the Security Registrar for such series of
Security presented) be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and such Security Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.


<P align="left" style="font-size: 10pt; text-indent: 4%">No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section&nbsp;3.4, Section&nbsp;9.6 or Section&nbsp;11.7 not involving
any transfer.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall not be required (i)&nbsp;to issue, register the transfer of or exchange any
Securities of any series during a period beginning at the opening of business 15&nbsp;days before the
day of the selection for redemption of Securities of that series under Section&nbsp;11.3 and ending at
the close of business on the day of such selection, or (ii)&nbsp;to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except in the case of any Security to
be redeemed in part, the portion thereof not to be redeemed.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.6 <U>Mutilated, Destroyed, Lost and Stolen Securities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee, upon receipt of a Company Order, Officers&#146; Certificate and Opinion of Counsel, shall
authenticate and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not contemporaneously
outstanding.


<P align="left" style="font-size: 10pt; text-indent: 4%">If there be delivered to the Company and to the Trustee (i)&nbsp;evidence to their satisfaction of
the destruction, loss or theft of any Security, and (ii)&nbsp;such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon receipt of a Company Order, Officers&#146; Certificate and
Opinion of Counsel the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series containing identical
terms and of like principal amount and bearing a number not contemporaneously outstanding.


<P align="left" style="font-size: 10pt; text-indent: 4%">In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.


<P align="left" style="font-size: 10pt; text-indent: 4%">Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any all other Securities of that series duly issued hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.7 <U>Payment of Interest; Interest Rights Preserved.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Interest on any Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall, if so provided in such Security, be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered as of the close of business on
the Regular Record Date for such interest.


<P align="left" style="font-size: 10pt; text-indent: 4%">Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for such Security (herein called &#147;Defaulted
Interest&#148;) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by
virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (a)&nbsp;or (b)&nbsp;below:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities affected (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15&nbsp;days and not
less than 10&nbsp;days prior to the date of the proposed payment and not less than 10&nbsp;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 of such Securities at his address as it
appears in the Security Register not less than 10&nbsp;days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar
notice to be published at least once in a newspaper, customarily published in the English language
on each Business Day and of general circulation in the Borough of Manhattan, The City of New York,
but such publication shall not be a condition precedent to the establishment of such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names such Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (b).


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;The Company may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be
deemed practicable by the Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">Interest on Securities of any series that bear interest may be paid by mailing a check to the
address of the person entitled thereto as such address shall appear in the Security Register or by
wire transfer or other electronic means.


<P align="left" style="font-size: 10pt; text-indent: 4%">Subject to the foregoing provisions of this Section and Section&nbsp;3.5, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.8 <U>Persons Deemed Owners.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of (and
premium, if any), and (subject to Section&nbsp;3.5 and Section&nbsp;3.7) interest on and Additional Amounts
with respect to, such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.


<P align="left" style="font-size: 10pt; text-indent: 4%">None of the Company, the Trustee, any Authenticating Agent, any Paying Agent, the Security
Registrar or any co-Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership interests of a Security
in global form or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests and each of them may act or refrain from acting without liability on any
information relating to such records provided by the Depositary.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.9 <U>Cancellation.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">All Securities surrendered for payment, redemption, repayment, registration of transfer or
exchange or for credit against any sinking fund payment, if surrendered to any Person other than
the Trustee, shall be delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by it. The Company may at
any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee at the direction of the Company.
No securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities
held by the Trustee shall be cancelled by it in its customary manner unless by a Company Order the
Company directs their return to it.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.10 <U>Computation of Interest.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Except as otherwise contemplated by Section&nbsp;3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;3.11 <U>CUSIP Numbers.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company in issuing the Securities may use &#147;CUSIP&#148; numbers (if then generally in use) and,
if so, the Trustee shall use &#147;CUSIP&#148; numbers in notices of redemption as a convenience to Holders;
<U> provided</U> that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, 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 &#147;CUSIP&#148;
numbers.


<P align="center" style="font-size: 10pt"><B>ARTICLE 4</B>



<P align="center" style="font-size: 10pt"><B>SATISFACTION AND DISCHARGE</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;4.1 <U>Satisfaction and Discharge of Indenture.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the direction of the Company by a Company Order, this Indenture shall cease to be of
further effect (except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, rights, obligations, duties and immunities of the Trustee
set forth in the last paragraph of this Section and any right to receive Additional Amounts, as
provided in Section&nbsp;10.4), and the Trustee, pursuant to a Company Order and at the expense of the
Company, shall execute proper instructions acknowledging satisfaction and discharge of this
Indenture, when


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;either:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;all Securities theretofore authenticated and delivered (other than (A)&nbsp;Securities
which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section&nbsp;3.6, and (B)&nbsp;Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section&nbsp;10.3) have been delivered to the Trustee
for cancellation; or



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;all such Securities not theretofore delivered to the Trustee for cancellation



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(1)&nbsp;have become due and payable, or



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(2)&nbsp;will become due and payable at their Stated Maturity within one year, or



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(3)&nbsp;if redeemable at the option of the Company, are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company,


<P align="left" style="font-size: 10pt">and the Company, in the case of (1), (2)&nbsp;or (3)&nbsp;above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and
discharge, or U.S. Government Obligations, maturing as to principal and paying interest in such
amounts and at such times as will insure the availability of cash sufficient to pay and discharge,
the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, and any Additional Amounts with
respect thereto, to the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;the Company has paid or caused to be paid all other sums payable hereunder by the Company;
and


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;the Company has delivered to the Trustee an Officers&#146; Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.


<P align="left" style="font-size: 10pt; text-indent: 4%">In the event there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of this Indenture only
if requested to do so by Company Order with respect to Securities of all series as to which it is
Trustee and if the other conditions thereto are met. In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section&nbsp;6.7 and, if money shall have been deposited with the Trustee
pursuant to subclause (ii)&nbsp;of clause (a)&nbsp;of this Section, the obligations of the Trustee under
Section&nbsp;4.2 and the last paragraph of Section&nbsp;10.3 shall survive such satisfaction and discharge.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;4.2 <U>Application of Trust Money.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Subject to the provisions of the last paragraph of Section&nbsp;10.3, all money deposited with the
Trustee pursuant to Section&nbsp;4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal (and premium, if any) and any interest and
Additional Amounts for whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.


<P align="center" style="font-size: 10pt"><B>ARTICLE 5</B>



<P align="center" style="font-size: 10pt"><B>REMEDIES</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.1 <U>Events of Default.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;Event of Default,&#148; wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;default in the payment of any interest on or any Additional Amounts payable in respect of
any of the Securities of such series as and when such interest or Additional Amounts becomes due
and payable, and continuance of such default for a period of 30&nbsp;days; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;default in the payment of all or any part of the principal of (and premium, if any, on)
any of the Securities of such series as and when the same becomes due and payable at Maturity, or
default in the deposit of any sinking fund payment, when and as due by the terms of any of the
Securities of such series; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;default in the performance, or breach, of any covenant or agreement of the Company in the
Securities of such series or this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with), and continuance
of such default or breach for a period of 90&nbsp;days after there has been given, by registered or
certified mail, return receipt requested, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities to which
covenant or agreement relates a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a &#147;Notice of Default&#148; hereunder; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;a court having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the
Company or for any substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;the Company shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian, sequestrator or other similar official
of it or any substantial part of its property, or shall consent 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 it, or shall make a general assignment for the benefit of creditors, or shall
fail generally to pay its debts as they become due, or shall take any corporate action to authorize
any of the foregoing; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;any other Event of Default provided with respect to Securities of that series.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.2 <U>Acceleration of Maturity; Rescission and Annulment.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If an Event of Default described in clause (a), (b)&nbsp;or (c)&nbsp;above (if the Event of Default
under clause (c)&nbsp;above is with respect to less than all series of Securities then outstanding)
occurs and is continuing, then, and in each and every case, unless the principal of all of the
Securities of such series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such
series (each such series voting as a separate class in the case of an Event of Default under clause
(a)&nbsp;or (b)&nbsp;and all such series voting as one class in the case of an Event of Default under clause
(c)), by notice in writing to the Company (and to the Trustee if given by such Holders), may
declare the entire principal of all Securities of such series, or such lesser amount as may be
provided for in the Securities of that series, and the interest accrued thereon to be due and
payable immediately, and upon any such declaration the same shall become immediately due and
payable.


<P align="left" style="font-size: 10pt; text-indent: 4%">If an Event of Default described in clause (c)&nbsp;above with respect to all series of Outstanding
Securities, or any Event of Default described in clause (d)&nbsp;or (e)&nbsp;above occurs and is continuing,
then, and in each and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Outstanding Securities (treated as one class), by notice in writing to
the Company (and to the Trustee if given by such Holders), may declare the entire principal of all
the Outstanding Securities, or such lesser amount as may be provided for in the Securities, and
interest accrued thereon to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable.


<P align="left" style="font-size: 10pt; text-indent: 4%">At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, each series voting as a separate class (or of all
Securities, as the case may be, voting as a single class), by written notice to the Company and the
Trustee, may waive all defaults with respect to such series (or with respect to all Securities, as
the case may be) and rescind and annul such declaration and its consequences if:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;the Company has paid or deposited with the Trustee a sum sufficient to pay:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;all overdue installments of interest on and any Additional Amounts payable in
respect of all Securities of that series (or upon all the Securities, as the case may be),



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;the principal of (and premium, if any, on) any Securities of that series (or upon
all the Securities, as the case may be) which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by or provided
for in such Securities,



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;to the extent that payment of such interest is lawful, interest upon overdue
installments of interest and Additional Amounts at the rate or rates borne by or provided
for in such Securities, and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;
and


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;all Events of Default with respect to Securities, other than the non-payment of the
principal of Securities which has become due solely by such declaration of acceleration, have been
cured or waived as provided in Section&nbsp;5.13.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">No such rescission shall affect any subsequent default or impair any right consequent thereon.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;5.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Collection of Indebtedness and Suits for Enforcement by Trustee.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company covenants that if


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;default is made in the payment of any installment of interest on or any Additional Amounts
payable in respect of any Security when such interest or Additional Amounts shall have become due
and payable and such default continues for a period of 30&nbsp;days, or


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;default is made in the payment of the principal of (or premium, if any, on) any Security
at its Maturity,


<P align="left" style="font-size: 10pt">the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities the whole amount then due and payable on such Securities for principal (and premium, if
any) and interest and Additional Amounts, if any, with interest upon the overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be legally enforceable,
upon overdue installments of interest or any Additional Amounts, at the rate or rates borne by or
provided for in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities, wherever situated.


<P align="left" style="font-size: 10pt; text-indent: 4%">If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.4 <U>Trustee May File Proofs of Claim.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;to file and prove a claim for the whole amount, or such lesser amount as may be provided
for in the Securities of that series, of principal (and premium, if any) and interest and any
Additional Amounts owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents or counsel) and of the Holders allowed in such judicial proceeding, and


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same;


<P align="left" style="font-size: 10pt">and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any
such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to
the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and any other amounts due the Trustee under Section&nbsp;6.7.


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such
proceeding.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.5 <U>Trustee May Enforce Claims Without Possession of Securities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">All rights of action and claims under this Indenture or any of the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery or
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been recovered.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.6 <U>Application of Money Collected.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (and premium, if any), interest or any Additional Amounts, upon presentation
of the Securities and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


<P align="left" style="font-size: 10pt; text-indent: 4%">First: To the payment of all amounts due the Trustee under Section&nbsp;6.7; and


<P align="left" style="font-size: 10pt; text-indent: 4%">Second: To the payment of the amounts then due and unpaid upon the Securities for principal
(and premium, if any) and interest and any Additional Amounts payable in respect of which or for
the benefit of which such money has been collected, ratably, without preference or priority of any
kind, according to the aggregate amounts due and payable on such Securities for principal (and
premium, if any), interest and Additional Amounts, respectively; and

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">Third: The balance, if any, to the Company or as a court of competent jurisdiction may direct.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;5.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Limitation on Suits.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">No Holder of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities of that series;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with such request;


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;the Trustee for 60&nbsp;days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of that series;


<P align="left" style="font-size: 10pt">it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other such Holders or Holders of any other series, or to obtain or
to seek to obtain priority or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all such
Holders.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.8 <U>Unconditional Right of Holders to Receive Principal, Premium and Interest.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section&nbsp;3.5 and Section&nbsp;3.7) interest on and any Additional
Amounts in respect of such Security on the respective Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without the consent of such
Holder.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.9 <U>Restoration of Rights and Remedies.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and the Holders of Securities shall, subject to any determination in
such proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.10 <U>Rights and Remedies Cumulative.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Except as provided in Section&nbsp;5.7 and except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section&nbsp;3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders
of Securities is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.11 <U>Delay or Omission Not Waiver.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">No delay or omission of the Trustee or of any Holder of any Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders of Securities may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.12 <U>Control by Holders of Securities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Holders of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series, <U>provided</U> that


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;such direction shall not be in conflict with any rule of law or with this Indenture,


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;such direction is not unduly prejudicial to the rights of other Holders of Securities of
such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.13 <U>Waiver of Past Defaults.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Prior to a declaration of acceleration of the Maturity of the Securities of any series as
provided in Section&nbsp;5.2, the Holders of not less than a majority in principal amount of Outstanding
Securities of any series (each series voting as a separate class) may on behalf of the Holders of
all the Securities of such series waive any past default or Event of Default described in clause
(c)&nbsp;of Section&nbsp;5.1 which relates to less than all of the series of Outstanding Securities, or the
Holders of not less than a majority in principal amount of all Outstanding Securities (voting as
one class) may on behalf of all Holders waive any past default or Event of Default described in
said clause (c) (which relates to all series of Outstanding Securities) or in clause (d)&nbsp;or (e)&nbsp;of
Section&nbsp;5.1, except a default


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;in the payment of the principal of (and premium, if any) or interest on or Additional
Amounts payable in respect of any Security of such series, or


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;in respect of a covenant or provision hereof which under Article&nbsp;Nine cannot be modified
or amended without the consent of the Holder of each Outstanding Security of such series affected.


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;5.14 <U>Undertaking for Costs.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit,
other than the Trustee, of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys&#146; fees, against any party
litigant in such suit, including the Trustee, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee or by any Holder, or group of Holders, holding in the
aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any
suit instituted by any Holder of any Security for the enforcement of the payment of the principal
of (and premium, if any) or interest on or any Additional Amounts in respect of any Security on or
after the respective Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date) or interest on any overdue principal of any Security.


<P align="center" style="font-size: 10pt"><B>ARTICLE 6</B>



<P align="center" style="font-size: 10pt"><B>THE TRUSTEE</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.1 <U>Certain Duties and Responsibilities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Except during the continuance of an Event of Default known to the Trustee,



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;the Trustee undertakes to perform such duties, and only such duties, as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; 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).


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;In case an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;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,
<U>except</U> that



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;this subsection shall not be construed to limit the effect of subsection (a)&nbsp;of
this Section;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;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 direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series, 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 with respect
to the Securities of such series; and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.2 <U>Notice of Defaults.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Within 90&nbsp;days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled
to receive reports pursuant to Section&nbsp;7.3(a), notice of such default hereunder known to a
Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of (and premium, if
any) or interest on, or any Additional Amounts with respect to, any Security of such series or in
the payment of any sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and responsible officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of the Holders of
Securities of such series; and <U>provided further</U>, that in the case of any default of the
character specified in Section&nbsp;5.1(c) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30&nbsp;days after the occurrence thereof. For the purpose of this
Section, the term &#147;default&#148; means any event which is, or after notice or lapse of time or both
would become, an Event of Default, with respect to Securities of such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.3 <U>Certain Rights of Trustee.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Except as otherwise provided in Section&nbsp;6.1:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;the Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, request and rely upon an Officers&#146; Certificate, an Opinion of Counsel, or both;


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;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;


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders of Securities of any series
pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney 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;


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;the Trustee shall not be liable for interest on or the investment of any money received by
it except as the Trustee may agree with the Company;


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;the permissive rights of the Trustee to do things enumerated in this Indenture shall not
be construed as a duty, and the Trustee shall not be answerable for other than its negligence or
willful misconduct;


<P align="left" style="font-size: 10pt; text-indent: 4%">(j)&nbsp;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;


<P align="left" style="font-size: 10pt; text-indent: 4%">(k)&nbsp;in no event shall the Trustee be responsible or liable for special, punitive, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective or whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;


<P align="left" style="font-size: 10pt; text-indent: 4%">(l)&nbsp;the Trustee shall not be deemed to have notice of any default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Securities and this Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(m)&nbsp;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; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(n)&nbsp;the Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.4 <U>Not Responsible for Recitals or Issuance of Securities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The recitals contained herein and in the Securities, except the Trustee&#146;s certificate of
authentication, shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.5 <U>May Hold Securities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Section&nbsp;6.8 and Section&nbsp;6.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.6 <U>Money Held in Trust.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Money held by the Trustee or any Paying Agent in trust hereunder need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall
be under any liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.7 <U>Compensation and Reimbursement.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company agrees:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;to pay to the Trustee from time to time reasonable compensation for all services rendered
by it hereunder (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;except as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance as shall
be determined to have been caused by its own negligence or willful misconduct; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;to fully indemnify the Trustee and its directors, officers, employees and agents for, and
to hold them harmless against, any loss, liability, claim, damage or expense incurred without
negligence or willful misconduct on their part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and expenses of defending
themselves against any claim or liability in connection with the exercise or performance of any of
their powers or duties hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities of any series upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of (or
premium, if any) or interests on or any Additional Amounts with respect to the Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">When the Trustee incurs expenses or renders services in connection with an Event of Default,
the expenses (including the reasonable charges and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under any applicable Federal
or state bankruptcy, insolvency or other similar law.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="75%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">The provisions of this Section shall survive the termination of this Indenture.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;6.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Disqualifications; Conflicting Interests.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">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.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.9 <U>Corporate Trustee Required; Eligibility.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.10 <U>Resignation and Removal; Appointment of Successor.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section&nbsp;6.11.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section&nbsp;6.11 shall not have been delivered to the Trustee within 30&nbsp;days after
the giving of such notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor Trustee with respect
to such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee with respect to such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;If at any time:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;the Trustee shall fail to comply with Section&nbsp;6.8 after written request therefor by
the Company or by any Holder of a Security who has been a bona fide Holder of a Security for
at least six months, or



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;the Trustee shall cease to be eligible under Section&nbsp;6.9 and shall fail to resign
after written request therefor by the Company or by any such Holder of a Security, or



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;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,


<P align="left" style="font-size: 10pt">then, in any such case, (i)&nbsp;the Company by a Board Resolution may remove the Trustee with respect
to all Securities, or (ii)&nbsp;subject to Section&nbsp;5.14, any Holder of a Security who has been a bona
fide Holder of a Security of any series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities of such series and the appointment of a successor Trustee or
Trustees. Such courts may thereupon, after such notice, if any, as it may deem proper, remove the
Trustee and appoint a successor Trustee with respect to such Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section&nbsp;6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall have been appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section&nbsp;6.11,
become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by Section&nbsp;6.11, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series. Such court may thereupon, after such notice, if any, as it may deem proper, remove the
Trustee and appoint a successor Trustee with respect to such Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first class mail, postage
prepaid, to the Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.11 <U>Acceptance of Appointment by Successor.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2)&nbsp;if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3)&nbsp;shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or
any act or failure to act on the part of any other Trustee hereunder, and upon the execution and
delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates have
no further responsibility for the exercise of rights and powers or for the performance of the
duties and obligations vested in the Trustee under this Indenture other than as hereinafter
expressly set forth, and each such successor Trustee without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a)&nbsp;or (b)&nbsp;of this Section, as the case may
be.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.12 <U>Merger, Conversion, Consolidation or Succession to Business.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, by sale or otherwise, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.13 <U>Preferential Collection of Claims Against Company.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor).


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;6.14 <U>Appointment of Authenticating Agent</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue or exchange, registration of transfer or partial
redemption thereof or pursuant to Section&nbsp;3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee&#146;s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.


<P align="left" style="font-size: 10pt; text-indent: 4%">Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, by sale or otherwise, shall continue
to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.


<P align="left" style="font-size: 10pt; text-indent: 4%">An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of
Securities, if any, of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company agrees to pay each Authenticating Agent from time to time reasonable compensation
for its services under this Section.


<P align="left" style="font-size: 10pt; text-indent: 4%">The provisions of Section&nbsp;3.8, Section&nbsp;6.4 and Section&nbsp;6.5 shall be applicable to each
Authenticating Agent.


<P align="left" style="font-size: 10pt; text-indent: 4%">If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee&#146;s certificate of
authentication, an alternate certificate of authentication in the following form:


<P align="left" style="font-size: 10pt; text-indent: 4%">This is one of the Securities of the series designated therein referred to in the within
mentioned Indenture.


<P align="left" style="font-size: 10pt; text-indent: 19%">THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


<P align="left" style="font-size: 10pt; text-indent: 33%">As Trustee


<P align="left" style="font-size: 10pt; text-indent: 19%">By:


<P align="left" style="font-size: 10pt; text-indent: 31%">As Authenticating Agent


<P align="left" style="font-size: 10pt; text-indent: 19%">By:


<P align="left" style="font-size: 10pt; text-indent: 32%">Authorized Signatory


<P align="left" style="font-size: 10pt; text-indent: 19%">Dated:


<P align="left" style="font-size: 10pt; text-indent: 4%">If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested in writing (which writing need not comply with
Section&nbsp;1.2) by the Company, shall appoint in accordance with this Section&nbsp;6.14 an Authenticating
Agent having an office in a Place of Payment designated by the Company with respect to such series
of Securities.


<P align="center" style="font-size: 10pt"><B>ARTICLE 7</B>



<P align="center" style="font-size: 10pt"><B>HOLDERS&#146; LISTS AND REPORTS BY TRUSTEE AND COMPANY</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;7.1 <U>Company To Furnish Trustee Names and Addresses of Holders.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company will furnish or cause to be furnished to the Trustee:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;semi-annually, not more than 10&nbsp;days after each Regular Record Date, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular
Record Date; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;at such other times as the Trustee may reasonably request in writing, within 30&nbsp;days after
receipt by the Company of any such request, a list of similar form and content to that in
subsection (a)&nbsp;hereof as of a date not more than 15&nbsp;days prior to the time such list is furnished;


<P align="left" style="font-size: 10pt"><I>provided</I>, <I>however</I>, that if and so long as the Trustee shall be the Security Registrar, no such list
need be furnished.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;7.2 <U>Preservation of Information; Communications to Holders.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of Securities (i)&nbsp;contained in the most recent list furnished to the
Trustee for each series as provided in Section&nbsp;7.1, and (ii)&nbsp;received by the Trustee for each
series in the capacity of Security Registrar if the Trustee is then acting in such capacity. The
Trustee may destroy any list furnished to it as provided in Section&nbsp;7.1 upon receipt of a new list
so furnished.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;If three or more Holders of Securities of any series (hereinafter referred to as
&#147;applicants&#148;) apply in writing to the Trustee, and furnish to the Trustee proof satisfactory to the
Trustee that each such applicant has owned a Security of such series for a period of at least six
months preceding the date of such application, and such application states that the applicants
desire to communicate with other Holders of Securities of such series or with the Holders of all
Securities with respect to their rights under this Indenture or under the Securities and is
accompanied by a copy of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt of such application,
at its election, either:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section&nbsp;7.2(a), or



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;inform such applicants as to the approximate number of Holders of Securities whose
names and addresses appear in the information preserved at the time by the Trustee in
accordance with Section&nbsp;7.2(a), and as to the approximate cost of mailing to such Holders
the form of proxy or other communication, if any, specified in such application.


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon written request of such applicants, mail to each Holder of Securities whose
name and address appears in the information preserved at the time by the Trustee in accordance with
Section&nbsp;7.2(a), a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the material to be mailed and
of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five
days after such tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of
Securities or would be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders of Securities with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with Section&nbsp;7.2(b), regardless of
the source from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under Section&nbsp;7.2(b).


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;7.3 <U>Reports by Trustee.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section&nbsp;313 (a)&nbsp;of the Trust Indenture Act, the
Trustee shall, within sixty days after each May&nbsp;15 following the date of the initial issuance of
Securities under this Indenture deliver to Holders a brief report, dated as of such May&nbsp;15, which
complies with the provisions of such Section&nbsp;313(a).


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange, if any, upon which the Securities are listed, with the
Commission and with the Company. The Company will promptly notify the Trustee in writing when the
Securities are listed on any stock exchange and of any delisting thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;7.4 <U>Reports by the Company.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;file with the Trustee, within 30&nbsp;days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section&nbsp;13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company
is not required to file information, documents or reports pursuant to either of said Sections, then
it shall file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section&nbsp;13 of the Securities Exchange Act
of 1934 in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;file with the Trustee and Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;transmit within 30&nbsp;days after the filing thereof with the Trustee, in the manner and to
the extent provided in Section&nbsp;7.3(a) with respect to reports pursuant to Section&nbsp;7.3(a), such
summaries of any information, documents and reports required to be filed by the Company pursuant to
paragraphs (a)&nbsp;and (b)&nbsp;of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.


<P align="left" style="font-size: 10pt; text-indent: 4%">Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee&#146;s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company&#146;s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers&#146; Certificates).


<P align="center" style="font-size: 10pt"><B>ARTICLE 8</B>



<P align="center" style="font-size: 10pt"><B>CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;8.1 <U>Consolidations and Mergers of Company and Sales, Leases and Conveyances
Permitted Subject to Certain Conditions.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding anything contained herein or in any of the Securities, the Company may
consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with
or into any other corporation, provided that in any such case, either the Company shall be the
continuing corporation, or the successor corporation shall be a corporation organized and existing
under the laws of the United States of America or a State thereof and such successor corporation
shall expressly assume the due and punctual payment of the principal of (and premium, if any), any
interest on, and any Additional Amounts payable pursuant to Section&nbsp;10.4 with respect to, all the
Securities, according to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed by the Company by supplemental
Indenture satisfactory to the Trustee, executed and delivered to the Trustee by such successor
corporation.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;8.2 <U>Rights and Duties of Successor Corporation.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">In case of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein as the party of
the first part, and the predecessor corporation shall be relieved of any further obligation under
this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to
all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Securities had been issued at the date of the
execution hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">In case of any such consolidation, merger, sale, lease or conveyance, such changes in
phraseology and form (but not in substance) may be made in the Securities thereafter to be issued
as may be appropriate.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;8.3 <U>Officers&#146; Certificate and Opinion of Counsel.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee, subject to the provisions of Section&nbsp;6.1 and Section&nbsp;6.3, may receive an
Officers&#146; Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, lease or conveyance, and any such assumption and any such supplemental indenture, if
any, complies with the provisions of this Article and that all conditions precedent herein provided
relating to such transactions have been complied with.


<P align="center" style="font-size: 10pt"><B>ARTICLE 9</B>



<P align="center" style="font-size: 10pt"><B>SUPPLEMENTAL INDENTURE</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;9.1 <U>Supplemental Indentures without Consent of Holders.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Without the consent of any Holders of Securities, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;to evidence the succession of another Person to the Company, and the assumption by any
such successor of the covenants of the Company herein and in the Securities contained; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;to change or eliminate any restrictions on the payment of principal (or premium, if any)
on Securities or to permit or facilitate the issuance of Securities in uncertificated form,
provided any such action shall not adversely affect the interests of the Holders of Securities of
any series in any material respect; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;to change or eliminate any provision of this Indenture, <U>provided</U> that any such
change or elimination (i)&nbsp;shall become effective only when there is no Security Outstanding of any
series created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision or (ii)&nbsp;shall not apply to any Security Outstanding; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;to establish the form or terms of Securities of any series as permitted by Section&nbsp;2.1 and
Section&nbsp;3.1; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section&nbsp;6.11(b); or


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture which shall not adversely affect the
interest of the Holders of Securities of any series in any material respect; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;to add to, delete from or revise the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein
set forth; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;to add any additional Events of Default (and if such Events of Default are to be
applicable to less than all series of Securities stating that such Events of Default are expressly
being included solely to be applicable to such series); or


<P align="left" style="font-size: 10pt; text-indent: 4%">(j)&nbsp;to add to or change or eliminate any provision of this Indenture as shall be necessary or
desirable in accordance with any amendments to the Trust Indenture Act, provided such action shall
not adversely affect the interest of the Holders of the Securities of any series in any material
respect.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;9.2 <U>Supplemental Indentures with Consent of Holders.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture, or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; <U>provided</U>, <U>however</U>, that no such supplemental Indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby,


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;change the Stated Maturity of the principal of, or any installment of interest on, any
Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional
Amounts payable in respect thereof, or any premium payable upon the redemption thereof, or change
the obligation of the Company to pay Additional Amounts pursuant to Section&nbsp;10.4 (except as
contemplated by Section&nbsp;8.1 and permitted by Section&nbsp;9.1(a)), or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section&nbsp;5.2, or change any Place of Payment where,
or the coin or currency in which, any Security or any premium or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this Indenture, or


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;modify any of the provisions of this Section or Section&nbsp;5.13, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected thereby, or


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;adversely affect the right to repayment, if any, of Securities of any series at the option
of the Holders thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.


<P align="left" style="font-size: 10pt; text-indent: 4%">It shall not be necessary for any Act of Holders of Securities under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;9.3 <U>Execution of Supplemental Indentures.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trust created by this Indenture, the
Trustee shall be given, and (subject to Section&nbsp;6.1) shall be fully protected in relying upon, an
Opinion of Counsel and Officers&#146; Certificate stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee&#146;s own rights, duties or
immunities under this Indenture or otherwise.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;9.4 <U>Effect of Supplemental Indentures.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;9.5 <U>Conformity with Trust Indenture Act.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;9.6 <U>Reference in Securities to Supplemental Indentures.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series.


<P align="center" style="font-size: 10pt"><B>ARTICLE 10</B>



<P align="center" style="font-size: 10pt"><B>COVENANTS</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;10.1 <U>Payment of Principal, Premium, if any, and Interest.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company covenants and agrees for the benefit of the Holders of each series of Securities
that it will duly and punctually pay the principal of (and premium, if any), interest on and any
Additional Amounts payable in respect of the Securities of that series in accordance with the terms
of such series of Securities and this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;10.2 <U>Maintenance of Office or Agency.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency. Unless otherwise set forth in a Board
Resolution or indenture supplemental hereto with respect to a series of Securities, the Company
hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust Offices as the
Company&#146;s office or agency for each of such purposes in such city.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;10.3 <U>Money for Securities Payments To Be Held in Trust.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and premium, if any), or
interest on, any of the Securities of that series, segregate and hold in trust for the benefit of
the Person entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to act.


<P align="left" style="font-size: 10pt; text-indent: 4%">Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of (and premium, if any), or interest on, any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section that such Paying Agent will


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;hold all sums held by it for the payment of the principal of (and premium, if any) or
interest on Securities of that series in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;give the Trustee notice of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of principal (and premium, if any) or
interest on the Securities of that series; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;at any time during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same terms as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.


<P align="left" style="font-size: 10pt; text-indent: 4%">Except as otherwise provided in the form of Securities of any particular series pursuant to
the provisions of this Indenture, any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium, if any) or interest
on any Security of any series and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease;
<U>provided</U>, <U>however</U>, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment or to be mailed to Holders of Securities, or both,
notice that such money remains unclaimed and that, after a date specified therein, which shall not
be less than 30&nbsp;days from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. In the absence of a written request from the
Company to return unclaimed funds to the Company, the Trustee shall from time to time deliver all
unclaimed funds to or as directed by applicable escheat authorities, as determined by the Trustee
in its sole discretion, in accordance with the customary practices and procedures of the Trustee.
Any unclaimed funds held by the Trustee pursuant to this section shall be held uninvested and
without any liability for interest.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;10.4 <U>Additional Amounts.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Securities of a series provide for the payment of Additional Amounts, the Company will
pay to the Holder of any Security of any series Additional Amounts as provided therein. Whenever in
this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if
any) or interest on, or in respect of, any Security of any series or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be deemed to include mention
of the payment of Additional Amounts provided for in the terms of such Security and this Section to
the extent that, in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional
Amounts in those provisions hereof where such express mention is not made.


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Securities of a series provide for the payment of Additional Amounts, at least 10&nbsp;days
prior to the first Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first day on which a
payment of principal (and premium, if any) is made, and at least 10&nbsp;days prior to each date of
payment of principal (and premium, if any) or interest, if there has been any change with respect
to the matters set forth in the below-mentioned Officers&#146; Certificate), the Company will furnish
the Trustee and the Company&#146;s principal Paying Agent or Paying Agents, if other than the Trustee,
with an Officers&#146; Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal (and premium, if any) or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such Officers&#146;
Certificate shall specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Security and the first paragraph of this Section.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence or willful
misconduct on their part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officers&#146; Certificate furnished pursuant to this Section.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;10.5 <U>Statement as to Compliance; Notice of Certain Defaults.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Company will deliver to the Trustee, within 120&nbsp;days after the end of each fiscal
year, a written statement, which need not comply with Section&nbsp;1.2, signed by the principal
executive officer, the principal financial officer or the principal accounting officer of the
Company, stating that



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;a review of the activities of the Company and its subsidiaries during such year and
of performance under this Indenture has been made under his supervision, and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;to the best of his knowledge, based on such review, (a)&nbsp;the Company has fulfilled
all of its obligations under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default known to him
and the nature and status thereof, and (b)&nbsp;no event has occurred and is continuing which is,
or after notice or lapse of time or both would become, an Event of Default, or, if such
event has occurred and is continuing, specifying each such event known to him and the nature
and status thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;The Company will deliver to the Trustee within five days after the occurrence thereof,
written notice of any event which after notice or lapse of time or both would become an Event of
Default pursuant to clause (d)&nbsp;of Section&nbsp;5.1.


<P align="center" style="font-size: 10pt"><B>ARTICLE 11</B>



<P align="center" style="font-size: 10pt"><B>REDEMPTION OF SECURITIES</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;11.1 <U>Applicability of Article.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Securities of any series which are redeemable at the option of the Company before their Stated
Maturity shall be redeemable in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section&nbsp;3.1 for Securities of any series) this Article.
Securities of any series which are redeemable at the option of the Holder before their Stated
Maturity shall be redeemable in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section&nbsp;3.1 for Securities of any series) Section&nbsp;11.5 and
Section&nbsp;11.6 of this Article.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;11.2 <U>Election to Redeem; Notice to Trustee</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of the Securities of any series, the
Company shall, at least 45&nbsp;days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, the
principal amount of Securities of such series to be redeemed and the relevant terms of the
Securities to be redeemed. The election of a Holder to redeem any Securities shall be evidenced by
a writing by a Holder sent to the Trustee and the Company at least 45&nbsp;days prior to the Redemption
Date fixed by the Holder in such notice (unless a shorter notice period shall be satisfactory to
the Trustee). Such notice shall notify the Trustee and the Company of such Redemption Date, the
principal amount of Securities of such series to be redeemed and any relevant terms of the
Securities of such series to be redeemed.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;11.3 <U>Selection by Trustee of Securities To Be Redeemed.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">If less than all the Securities of any series having the same terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 45&nbsp;days prior to the
Redemption Date from the Outstanding Securities of such series not previously called for
redemption, by lot and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of such series or any integral multiple thereof
which is also an authorized denomination) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee shall promptly notify the Company and the Security Registrar (if other than
itself) in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.


<P align="left" style="font-size: 10pt; text-indent: 4%">For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal of such Securities which has been or is
to be redeemed.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;11.4 <U>Notice of Redemption.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Notice of redemption shall be given in the manner provided in Section&nbsp;1.6, not less than 30
nor more than 45&nbsp;days prior to the Redemption Date, unless a shorter period is specified in the
Securities to be redeemed (which shorter period shall be acceptable to the Trustee), to the Holders
of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to
the Holder of any Securities designated for redemption as a whole or in part, or any defect in the
notice to any such Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof. Any notice that is mailed to the Holder of any Securities
in the manner herein provided shall be conclusively presumed to have been duly given, whether or
not such Holder receives the notice.


<P align="left" style="font-size: 10pt; text-indent: 4%">All notices of redemption shall state:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;the Redemption Date,


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;the Redemption Price (or the method of calculating the Redemption Price) and accrued
interest, if any,


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;if less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of the particular
Securities to be redeemed,


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;in case any Security is to be redeemed in part only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of such Security, the
Holder of such Security will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;that on the Redemption Date the Redemption Price will become due and payable upon each
such Security to be redeemed, and, if applicable, that interest thereon shall cease to accrue on
and after said date,


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;the Place or Places of Payment where such Securities are to be surrendered for payment of
the Redemption Price, and


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;that the redemption is for a sinking fund, if such is the case, and


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;the applicable CUSIP number and the statement required under Section&nbsp;3.11 of this
Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company&#146;s request and provision of such request at least 15&nbsp;days
prior to the notice being sent by the Trustee, by the Trustee in the name and at the expense of the
Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;11.5 <U>Deposit of Redemption Price.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section&nbsp;10.3) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional
Amounts with respect thereto, all the Securities or portions thereof which are to be redeemed on
that date.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;11.6 <U>Securities Payable on Redemption Date.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Notice of redemption having been given by the Holder to the Company and Trustee pursuant to
Section&nbsp;11.2 or to the Holder by the Company or the Trustee pursuant to Section&nbsp;11.4, the
Securities so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest (and
any Additional Amounts) to the Redemption Date; <U>provided</U>, <U>however</U>, that
installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates according to their terms
and the provisions of Section&nbsp;3.7.


<P align="left" style="font-size: 10pt; text-indent: 4%">If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;11.7 <U>Securities Redeemed in Part.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Any Security which is to be redeemed only in part shall be surrendered at any office or agency
of the Company maintained for that purpose pursuant to Section&nbsp;10.2 (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge, a new Security or Securities of the same series,
containing identical terms and provisions, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.


<P align="center" style="font-size: 10pt"><B>ARTICLE 12</B>



<P align="center" style="font-size: 10pt"><B>SINKING FUNDS</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;12.1 <U>Applicability of Article.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise specified as contemplated by Section&nbsp;3.1 for Securities
of such series or as otherwise permitted or required by any form of Security of such series issued
pursuant to this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a &#147;mandatory sinking fund payment,&#148; and any payment in excess of
such series is herein referred to as an &#147;optional sinking fund payment.&#148; If provided for by the
terms of Securities of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section&nbsp;12.2. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such series.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;12.2 <U>Satisfaction of Sinking Fund Payments with Securities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of a series to be made pursuant to the terms of such Securities as provided for
by the terms of such series, (1)&nbsp;deliver Outstanding Securities of such series (other than any of
such Securities previously called for redemption) theretofore purchased or receive credit for
Securities (not previously so credited) theretofore purchased by the Company and delivered to the
Trustee for cancellation pursuant to Section&nbsp;3.9, and (2)&nbsp;apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant to the terms of such
series of Securities or through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, <U>provided</U> that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If, as a
result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to
this Section&nbsp;12.2, the principal amount of Securities of such series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call
Securities of such series for redemption, except upon Company Request, and such cash payment shall
be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment,
<U>provided</U>, <U>however</U>, that the Trustee or such Paying Agent shall at the request of
the Company from time to time pay over and deliver to the Company any cash payment so being held by
the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that
series purchased by the Company having an unpaid principal amount equal to the cash payment
requested to be released to the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;12.3 <U>Redemption of Securities for Sinking Fund.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Not less than 45&nbsp;days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers&#146; Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to
Section&nbsp;12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers&#146; Certificate shall specify an optional amount to be added
in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 30&nbsp;days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section&nbsp;11.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section&nbsp;11.4. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section&nbsp;11.6 and Section&nbsp;11.7.


<P align="center" style="font-size: 10pt"><B>ARTICLE 13</B>



<P align="center" style="font-size: 10pt"><B>SUBORDINATION</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.1 <U>Securities Subordinated to Senior Debt.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company covenants and agrees, and each Holder of the Securities, by its acceptance
thereof, likewise covenants and agrees, that all Securities shall be issued subject to the
provisions of this ARTICLE 13; and each Person holding any Security, whether upon original issue or
upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all
Obligations on the Securities by the Company shall, to the extent and in the manner herein set
forth, be subordinated and junior in right of payment to the prior payment in full in cash or Cash
Equivalents (or such payment shall be duly provided for to the satisfaction of the holders of the
Senior Debt) of all Obligations on the Senior Debt; that the subordination is for the benefit of,
and shall be enforceable directly by, the holders of Senior Debt and that each holder of Senior
Debt whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed
to have acquired Senior Debt in reliance upon the covenants and provisions contained in this
Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.2 <U>No Payment on Securities in Certain Circumstances.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;If any default occurs and is continuing in the payment when due, whether at maturity, upon
any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for
letters of credit issued in respect of, regularly accruing fees with respect to, or other
Obligations with respect to, any Senior Debt, no payment or distribution of any kind or character
shall be made by or on behalf of the Company with respect to any Obligations on the Securities or
to acquire, redeem or defease any of the Securities for cash or property or otherwise. In addition,
if any other event of default occurs and is continuing with respect to any Designated Senior Debt,
as such event of default is defined in the instrument creating or evidencing such Designated Senior
Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the
maturity thereof and if the Representative for such Designated Senior Debt gives written notice of
the event of default to the Trustee (a &#147;Default Notice&#148;), then neither the Company nor any other
Person on its behalf shall (x)&nbsp;make any payment or distribution of any kind or character with
respect to any Obligations on the Securities or (y)&nbsp;acquire, redeem or defease any of the
Securities for cash or property or otherwise for a period of time (the &#147;Blockage Period&#148;)
terminating on the earliest to occur of (1)&nbsp;the date all events of default with respect to the
applicable issue of Designated Senior Debt have been cured or waived or shall have ceased to exist
and the Company and the Trustee receive written notice thereof from the Representative for the
applicable issue of Designated Senior Debt, (2)&nbsp;the Trustee receives written notice from the
Representative for the applicable issue of Designated Senior Debt terminating the Blockage Period,
or the benefits of this sentence are waived by the Representative for the applicable issue of
Designated Senior Debt, (3)&nbsp;the applicable issue of Designated Senior Debt is discharged or paid in
full in cash or Cash Equivalents or (4)&nbsp;the expiration of the 180-day consecutive period commencing
on the date of the giving of such Default Notice. Upon the termination of such Blockage Period, the
Company shall (to the extent not otherwise prohibited by this ARTICLE&nbsp;13) promptly resume making
all payments on the Securities, including all payments not made during such Blockage Period.
Notwithstanding anything herein to the contrary, in no event shall a Blockage Period extend beyond
179&nbsp;days from the date the Default Notice was delivered to the Trustee and only one such Blockage
Period may be commenced within any 360 consecutive days. No event of default which existed or was
continuing on the date of the commencement of any Blockage Period with respect to the Designated
Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the
Representative of such Designated Senior Debt, whether or not after a period of 360 consecutive
days, unless such event of default shall have been cured or waived or ceased to exist for a period
of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period commencing after the date of commencement of such
Blockage Period that, in either case, would give rise to an event of default pursuant to any
provisions of the Designated Senior Debt under which an event of default previously existed or was
continuing shall constitute a new event of default for this purpose).


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;In the event that, notwithstanding the foregoing, any payment or distribution shall be
received by the Trustee or any Holder when such payment or distribution is prohibited by Section
13.2(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid
over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the
respective amount of Senior Debt held by such holders), or their Representative as their respective
interests may appear. The Trustee shall be entitled to conclusively rely on information regarding
amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or
their Representatives), as the case may be, or, if such information is not received from such
holders or their Representatives, from the Company. The Company shall keep complete and accurate
records of the names, addresses and amounts owed to all holders of Senior Debt, shall produce such
records to the Trustee upon request and the Trustee shall be absolutely protected in relying on
such records in paying over or delivering moneys pursuant to this Article&nbsp;13.


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing contained in this Article&nbsp;13 shall limit or compromise the right of the Trustee or the
Holders to take any action to accelerate the maturity of the Securities pursuant to Section&nbsp;5.2 or
to pursue any rights or remedies hereunder or otherwise; provided, however, that all Senior Debt
thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before
the Holders are entitled to receive any payment or distribution of any kind or character with
respect to Obligations on the Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.3 <U>Payment Over of Proceeds upon Dissolution, Etc.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Upon any payment or distribution of assets or securities of the Company of any kind or
character, whether in cash, property or securities to creditors upon any liquidation, dissolution,
winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the
Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding
relating to the Company or its property, whether voluntary or involuntary, all Obligations due or
to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such
payment shall be duly provided for to the satisfaction of the holders of Senior Debt before any
payment or distribution of any kind or character is made on account of any Obligations on the
Securities or for the acquisition, redemption or defeasance of any of the Securities for cash or
property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization,
assignment, marshalling of assets, receivership or similar proceeding, any payment or distribution
of assets or securities of the Company of any kind or character, whether in cash, property or
securities, to which the Holders or the Trustee under this Indenture would be entitled, except for
the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution, or by the Holders
or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt
(pro rata to such holders on the basis of the respective amounts of Senior Debt held by such
holders), or their respective Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt
has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment or
distribution in cash or Cash Equivalents to or for the holders of Senior Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;To the extent any payment of Senior Debt (whether by or on behalf of the Company, as
proceeds of security or enforcement of any right of setoff or otherwise) is declared to be
fraudulent or preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid
over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person,
the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;In the event that, notwithstanding the foregoing, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property or securities, shall
be received by the Trustee or any Holder when such payment or distribution is prohibited by Section
13.3(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid
over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the
respective amount of Senior Debt held by such holders), or their respective Representatives, or to
the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents,
after giving effect to any concurrent payment or distribution to or for the holders of such Senior
Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;The consolidation of the Company with, or the merger of the Company with or into, another
corporation or the liquidation or dissolution of the Company following the conveyance or transfer
of all or substantially all of its assets, to another corporation upon the terms and conditions
provided in Article&nbsp;8 hereof shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if, in the event the Company is not the surviving
corporation, such other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, assume the Company&#146;s obligations hereunder in accordance with Article&nbsp;8 hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.4 <U>Payments May Be Paid Prior to Dissolution.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing contained in this Article&nbsp;13 or elsewhere in this Indenture shall prevent (i)&nbsp;the
Company, except under the conditions described in Section&nbsp;13.2 and Section&nbsp;13.3, from making
payments at any time for the purpose of making payments of principal of and interest on the
Securities, or from depositing with the Trustee any monies for such payments, or (ii)&nbsp;in the
absence of actual knowledge by the Trustee that a given payment would be prohibited by Section&nbsp;13.2
or Section&nbsp;13.3, the application by the Trustee of any monies deposited with it for the purpose of
making such payments of principal of, and interest on, the Securities to the Holders entitled
thereto unless at least one Business Day prior to the date upon which such payment would otherwise
become due and payable, the Trustee shall have received the written notice provided for in Section
13.2(a) or in Section&nbsp;13.7. The Company shall give prompt written notice to the Trustee of any
dissolution, winding-up, liquidation or reorganization of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.5 <U>Subrogation.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Subject to the payment in full in cash or Cash Equivalents of all Senior Debt, the Holders
shall be subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the Company applicable to the Senior Debt until
the Securities shall be paid in full; and, for the purposes of such subrogation, no such payments
or distributions to the holders of the Senior Debt by or on behalf of the Company or by or on
behalf of the Holders by virtue of this Article&nbsp;Thirteen which otherwise would have been made to
the Holders shall, as between the Company and the Holders, be deemed to be a payment by the Company
to or on account of the Senior Debt, it being understood that the provisions of this Article&nbsp;13 are
and are intended solely for the purpose of defining the relative rights of the Holders, on the one
hand, and the holders of the Senior Debt, on the other hand.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.6 <U>Obligations of the Company Unconditional.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing contained in this Article&nbsp;13 or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as among the Company, its creditors other than the holders of Senior
Debt and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to
the Holders the principal of and any interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of any Senior Debt, nor
shall anything herein or therein prevent the Holders or the Trustee on their behalf from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article&nbsp;13 of the holders of Senior Debt in respect of cash,
property or securities of the Company received upon the exercise of any such remedy.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.7 <U>Notice to Trustee.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment or distribution to or by the Trustee in respect of
the Securities pursuant to the provisions of this Article&nbsp;13. Regardless of anything to the
contrary contained in this Article&nbsp;13 or elsewhere in this Indenture, the Trustee shall not be
charged with knowledge of the existence of any default or event of default with respect to any
Senior Debt or of any other facts which would prohibit the making of any payment or distribution to
or by the Trustee unless and until the Trustee shall have received notice in writing referencing
this Indenture and the Securities from the Company, or from a holder of Senior Debt or a
Representative therefor, and, prior to the receipt of any such written notice, the Trustee shall be
entitled to assume that no such facts exist; provided, however, that if a Responsible Officer of
the Trustee shall not have received, at least three Business Days prior to the date upon which by
the terms of the Securities issued under this Indenture any such money may become payable for any
purpose (including, without limitation, the payment of principal, interest, redemption price,
change in control or purchase price, if any, as the case may be, in respect of any Security), the
notice with respect to such money provided for in this Section&nbsp;13.7, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was received and shall
not be affected by any notice to the contrary which may be received by it within three Business
Days prior to such date.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee shall be entitled to rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Debt (or a trustee or agent on behalf of such holder)
to establish that such notice has been given by a holder of Senior Debt (or a trustee or agent on
behalf of any such holder). In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article&nbsp;13, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of
Senior Debt held by such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such Person under this
Article&nbsp;13, and if such evidence is not furnished the Trustee may defer any payment to such Person
pending judicial determination as to the right of such person to receive such payment.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.8 <U>Reliance on Judicial Order or Certificate of Liquidating Agent.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon any payment or distribution of assets or securities of the Company, the Trustee, subject
to the provisions of Article&nbsp;Six hereof, and the Holders shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up,
liquidation or reorganization proceedings are pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, delivered to the Trustee or the Holders, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article&nbsp;13.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.9 <U>Trustee&#146;s Relation to Senior Debt.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee and any agent of the Company or the Trustee shall be entitled to all the rights
set forth in this Article&nbsp;13 with respect to any Senior Debt which may at any time be held by it in
its individual capacity or any other capacity to the same extent as any other holder of Senior Debt
and nothing in this Indenture shall deprive the Trustee or any such agent of any of its rights as
such holder.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee shall not liable to any such holders if the Trustee shall in good faith mistakenly
pay over or distribute to Holders of Securities or to the Company or to any other Person cash,
property or securities to which any holders of Senior Debt shall be entitled by virtue of this
Article or otherwise.


<P align="left" style="font-size: 10pt; text-indent: 4%">With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are specifically set forth in this Article&nbsp;13, and no
implied covenants or obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">Whenever a payment or distribution is to be made or a notice given to holders or owners of
Senior Debt, the payment or distribution may be made and the notice may be given to their
Representative, if any.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.10 <U>Subordination Rights Not Impaired by Acts or Omissions of the Company or
Holders of Senior Debt.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">No right of any present or future holders of any Senior Debt to enforce subordination as
provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act
on the part of the Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.


<P align="left" style="font-size: 10pt; text-indent: 4%">Without in any way limiting the generality of the foregoing paragraph, the holders of Senior
Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the
Holders, without incurring responsibility to the Trustee or the Holders and without impairing or
releasing the subordination provided in this Article&nbsp;13 or the obligations hereunder of the Holders
to the holders of the Senior Debt, do any one or more of the following: (i)&nbsp;change the manner,
place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or
otherwise amend or supplement in any manner Senior Debt, or any instrument evidencing or securing
the same or any agreement under which Senior Debt is outstanding; (ii)&nbsp;sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt;
(iii)&nbsp;release any Person liable in any manner for the payment or collection of Senior Debt; and
(iv)&nbsp;exercise or refrain from exercising any rights against the Company or any other Person.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.11 <U>Holders Authorize Trustee To Effectuate Subordination of Securities.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Each Holder by its acceptance of the Securities authorizes and expressly directs the Trustee
on its behalf to take such action as may be necessary or appropriate to effectuate, as between the
holders of Senior Debt and the Holders, the subordination provided in this Article&nbsp;13, and appoints
the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets of the Company, the
filing of a claim for the unpaid balance of its Securities and accrued interest in the form
required in those proceedings.


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Trustee does not file a proper claim or proof of debt in the form required in such
proceeding prior to 30&nbsp;days before the expiration of the time to file such claim or claims, then
the holders of the Senior Debt or their Representative are hereby authorized to have the right to
file and are hereby authorized to file an appropriate claim for and on behalf of the Holders of
said Securities. Nothing herein contained shall be deemed to authorize the Trustee or the holders
of Senior Debt or their Representative to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee or the holders of
Senior Debt or their Representative to vote in respect of the claim of any Holder in any such
proceeding.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.12 <U>This Article&nbsp;13 Not To Prevent Events of Default.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">The failure to make a payment on account of principal of or interest on the Securities by
reason of any provision of this Article&nbsp;13 will not be construed as preventing the occurrence of an
Event of Default.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.13 <U>Trustee&#146;s Compensation Not Prejudiced.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing in this Article&nbsp;13 will apply to amounts due to the Trustee pursuant to other Sections
in this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">Section&nbsp;13.14 <U>Counterparts.</U>


<P align="left" style="font-size: 10pt; text-indent: 4%">This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.


<P align="center" style="font-size: 10pt">***Signature Page Follows***




<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->




<P align="left" style="font-size: 10pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.



<P align="left" style="margin-left:25%; font-size: 10pt">PENSKE AUTOMOTIVE GROUP, INC.



<P align="left" style="margin-left:25%; font-size: 10pt">BY: <U>/s/ Shane M. Spradlin</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Shane M. Spradlin<BR>
Title: Executive Vice President, General Counsel
and</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:25%; font-size: 10pt; text-indent: 3%">Secretary



<P align="left" style="margin-left:25%; font-size: 10pt">THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee



<P align="left" style="margin-left:25%; font-size: 10pt">BY: <U>/s/ Lawrence M. Kusch</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Lawrence M. Kusch<BR>
Title: Vice President</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2




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<TYPE>EX-4.2
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<DESCRIPTION>EX-4.2
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<TITLE> EX-4.2 </TITLE>
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>Exhibit&nbsp;4.2</B></FONT>



<P align="center" style="font-size: 10pt"><B>PENSKE AUTOMOTIVE GROUP, INC., as Issuer,</B>



<P align="center" style="font-size: 10pt"><B>the Guarantors named herein, as Guarantors,</B>



<P align="center" style="font-size: 10pt"><B>and</B>



<P align="center" style="font-size: 10pt"><B>The Bank of New York Mellon Trust Company, N.A., as Trustee</B>



<P align="center" style="font-size: 10pt"><B>FIRST SUPPLEMENTAL INDENTURE</B>



<P align="center" style="font-size: 10pt"><B>Dated as of November&nbsp;21, 2014</B>



<P align="center" style="font-size: 10pt"><B>to the Indenture dated as of November&nbsp;21, 2014</B>



<P align="center" style="font-size: 10pt"><B>5.375% Senior Subordinated Notes due 2024</B>



<P align="center" style="font-size: 10pt"><B>RECONCILIATION AND TIE BETWEEN TRUST<BR>
INDENTURE ACT OF 1939 AND INDENTURE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Trust&nbsp;Indenture&nbsp;Act&nbsp;Section</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Indenture&nbsp;Section</B></TD>
</TR>

<!-- End Table Head -->
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<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 310(a)(1)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.9</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(a)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.9</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(a)(3)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Not Applicable</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(a)(4)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Not Applicable</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.8, 6.10</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 311(a)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.13(a), (c)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.13(b), (c)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.3(a)(ii), 7.3(b)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 312(a)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.1, 7.2(a)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.2(b)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(c)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.2(c)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 313 (a)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.3(a)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)(1)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Not Applicable</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.3(b)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(c)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.3(c)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(d)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.3(d)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 314 (a)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">7.4</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Not Applicable</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(c)(1)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.2</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(c)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.2</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(c)(3)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Not Applicable</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(d)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Not Applicable</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(e)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.2</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 315 (a)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.1(a)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.2, 7.3(a)(6)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(c)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.1(b)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(d)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.1(c)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(d)(1)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.1(a)(i), (c)(i)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(d)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.1(c)(ii)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(d)(3)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.1(c)(iii)</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(e)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.14</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 316 (a)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.1</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(a)(1)(A)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.2, 5.12</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(a)(1)(B)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.13</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(a)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Not Applicable</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.8</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 317 (a)(1)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.3</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(a)(2)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.4</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">(b)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">&#167; 318(a)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.8</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt"><FONT style="font-size: 8pt">Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this
Supplemental Indenture.
</FONT>

<P align="center" style="font-size: 8pt"><FONT style="font-size: 10pt"><B>Table of Contents</B></FONT>



<P align="right" style="font-size: 10pt"><U><B>Page</B></U>



<P align="left" style="font-size: 10pt">APPENDIX A Form of Note


<P align="left" style="font-size: 10pt; text-indent: 4%">FIRST SUPPLEMENTAL INDENTURE, dated as of November&nbsp;21, 2014 (the &#147;<U>Supplemental
Indenture</U>&#148;), among Penske Automotive, Inc., a Delaware corporation (the &#147;<U>Company</U>&#148;), the
guarantors set forth on the signature pages hereto (each a &#147;<U>Guarantor</U>&#148; and collectively,
the &#147;<U>Guarantors</U>&#148;) and The Bank of New York Mellon Trust Company, N.A., as trustee (the
&#147;<U>Trustee</U>&#148;) to the indenture, dated as of November&nbsp;21, 2014, between the Company and the
Trustee (the &#147;<U>Base Indenture</U>&#148; and, as supplemented by this Supplemental Indenture, the
&#147;<U>Indenture</U>&#148;).


<P align="center" style="font-size: 10pt"><B>RECITALS OF THE COMPANY</B>



<P align="left" style="font-size: 10pt; text-indent: 4%"><B>WHEREAS</B>, the Company and the Trustee entered into the Base Indenture to provide for the
issuance from time to time of senior subordinated debt securities (including instruments in global,
temporary or definitive form) to be issued in one or more series (hereinafter called the
&#147;<U>Securities</U>&#148;);


<P align="left" style="font-size: 10pt; text-indent: 4%"><B>WHEREAS</B>, Section&nbsp;9.1 of the Base Indenture provides, among other things, that the Company and
the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of
any Holders of Securities, to establish the form of any Security, as permitted by Section&nbsp;2.1 of
the Base Indenture, and to provide for the issuance of the Notes (as defined below), as permitted
by Section&nbsp;3.1 of the Base Indenture, and to set forth the terms thereof;


<P align="left" style="font-size: 10pt; text-indent: 4%"><B>WHEREAS</B>, pursuant to Section&nbsp;2.1 of the Base Indenture, the Company desires to execute this
Supplemental Indenture to establish the form and pursuant to Section&nbsp;3.1 of the Base Indenture to
provide for the issuance of a series of its senior subordinated notes designated as 5.375% Senior
Subordinated Notes due 2024 (the &#147;<U>Initial Notes</U>&#148;), in an aggregate principal amount of
$300,000,000, to be guaranteed as provided herein by the Guarantors. The Initial Notes are a
series of Securities as referred to in Section&nbsp;3.1 of the Base Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%"><B>WHEREAS</B>, the Company may, as set forth in this Indenture and in the Initial Notes, issue an
unlimited aggregate principal amount of additional notes under this Indenture (the &#147;<U>Additional
Notes</U>&#148; and, together with the Initial Notes, the &#147;<U>Notes</U>&#148;). The Initial Notes and the
Additional Notes, if any, will be treated as a single class for all purposes of this Indenture,
including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise
requires, all references in this Indenture to the Notes include any Additional Notes actually
issued;


<P align="left" style="font-size: 10pt; text-indent: 4%"><B>WHEREAS</B>, this Supplemental Indenture shall be subject to and governed by the provisions of the
Trust Indenture Act;


<P align="left" style="font-size: 10pt; text-indent: 4%"><B>WHEREAS</B>, all things necessary have been done by the Company and each of the Guarantors to make
this Supplemental Indenture, when executed and delivered by the Company and each of the Guarantors,
a valid, binding and legal instrument;


<P align="left" style="font-size: 10pt; text-indent: 4%"><B>WHEREAS</B>, all things necessary have been done by the Company and each of the Guarantors to make
the Notes, when executed by the Company and authenticated and delivered in accordance with the
provisions of this Indenture, the valid obligations of the Company and each of the Guarantors;


<P align="left" style="font-size: 10pt; text-indent: 4%"><B>NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">For and in consideration of the premises and the purchase of the Notes by the Holders thereof,
it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the
Notes, as follows:


<P align="center" style="font-size: 10pt"><B>SECTION&nbsp;ONE</B>



<P align="center" style="font-size: 10pt"><B>APPLICATION OF SUPPLEMENTAL INDENTURE<BR>
AND CREATION OF THE INITIAL NOTES</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Application of This Supplemental Indenture.</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding any other provision of this Supplemental Indenture, all provisions of this
Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes and any
such provisions shall not be deemed to apply to any other Securities issued under this Indenture
and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other
than with respect to the Notes.


<P align="left" style="font-size: 10pt; text-indent: 4%">Unless otherwise expressly specified, references in this Supplemental Indenture to specific
Article&nbsp;numbers or Section&nbsp;numbers refer to Articles and Sections&nbsp;contained in this Supplemental
Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other
document. All Initial Notes and Additional Notes, if any, will be treated as a single class for
all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Effect of Supplemental Indenture.</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">With respect to the Notes only, the Base Indenture shall be supplemented pursuant to
Section&nbsp;9.1 thereof to establish the terms of the Notes as set forth in this Supplemental
Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">To the extent that the provisions of this Supplemental Indenture conflict with any provision
of the Base Indenture, the provisions of this Supplemental Indenture shall govern and be
controlling.


<P align="left" style="font-size: 10pt; text-indent: 4%">For the purposes of this Supplemental Indenture and the Notes, all reference in this
Supplemental Indenture and the Base Indenture to (i)&nbsp;the date of this Indenture shall be construed
as references to the date of this Supplemental Indenture and (ii)&nbsp;Securities shall be construed as
references to the Notes, in each case, unless the context otherwise requires.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Rules of Construction.</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Unless the context otherwise requires:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the terms defined in this Supplemental Indenture have the meanings assigned to
them in the Supplemental Indenture and include the plural as well as the singular;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>all terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein unless the
provisions of this Indenture modify the meaning of any such term and the provisions of
the Trust Indenture Act permit such modification;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the words &#147;herein,&#148; &#147;hereof&#148; and &#147;hereunder&#148; and other words of similar import
refer to this Supplemental Indenture as a whole and not to any particular Article,
Section&nbsp;or other subdivision; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>references to any Article, Section&nbsp;or other subdivision in this Supplemental
Indenture, unless otherwise described, are references to an Article, Section&nbsp;or
subdivision of the Base Indenture as supplemented by this Supplemental Indenture.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><B>SECTION&nbsp;TWO</B>



<P align="center" style="font-size: 10pt"><B>AMENDMENT OF THE BASE INDENTURE</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;1 of the Base Indenture: Definitions and Other Provisions of General
Application</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Set forth below are the changes to Article&nbsp;1 of the Base Indenture: Definitions and Other
Provisions of General Application:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1.1 of the Base Indenture shall be amended to add new definitions thereto in
appropriate alphabetical sequence, as follows:</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>5.75% Notes</U>&#148; means the Company&#146;s 5.75% Senior Subordinated Notes due 2022.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Acquired Debt</U>&#148; means Debt of a Person (i)&nbsp;existing at the time such Person becomes a
Restricted Subsidiary, or (ii)&nbsp;assumed in connection with the acquisition of assets from such
Person, in each case, other than Debt incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, as the case may be and is not recourse
to any Person or assets other than such Person or its assets (including its Subsidiaries and their
assets). Acquired Debt shall be deemed to be incurred on the date of the related acquisition of
assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case
may be.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Additional Notes</U>&#148; has the meaning set forth in the preamble to the Supplemental
Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Applicable Premium</U>&#148; means, with respect to any Note on any Redemption Date, the
greater of: (1)&nbsp;1.0% of the principal amount of such Note; and (2)&nbsp;the excess, if any, of:
(a)&nbsp;the present value at such Redemption Date of (i)&nbsp;the Redemption Price of such Note at
December&nbsp;1, 2019 (such Redemption Price being set forth in the table appearing in Section&nbsp;11.8
hereof), plus (ii)&nbsp;all scheduled interest payments due on such Note from the Redemption Date
through December&nbsp;1, 2019 (excluding accrued but unpaid interest to the Redemption Date), computed
using a discount rate equal to the Treasury Rate at such Redemption Date, plus 50 basis points over
(b)&nbsp;the principal amount of such Note.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Applicable Procedures</U>&#148; means, with respect to any transfer or transaction involving a
Global Security or beneficial interest therein, the rules and procedures of the Depositary for such
Security, in each case to the extent applicable to such transaction and as in effect at the time of
such transfer or transaction.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Asset Sale</U>&#148; means any sale, issuance, conveyance, transfer, lease or other
disposition (including, without limitation, by way of merger, consolidation or sale and leaseback
transaction) (collectively, a &#147;<U>transfer</U>&#148;), directly or indirectly, in one or a series of
related transactions, of: (i)&nbsp;any Capital Stock of any Restricted Subsidiary (other than
directors&#146; qualifying shares and transfers of Capital Stock required by a Manufacturer to the
extent the Company does not receive cash or Cash Equivalents for such Capital Stock); (ii)&nbsp;all or
substantially all of the properties and assets of any division or line of business of the Company
or any Restricted Subsidiary; or (iii)&nbsp;any other properties or assets of the Company or any
Restricted Subsidiary other than in the ordinary course of business. For the purposes of this
definition, the term &#147;Asset Sale&#148; shall not include any transfer of properties and assets:
(A)&nbsp;that is governed by the provisions described under Article&nbsp;Eight hereof, (B)&nbsp;that is by the
Company to any Restricted Subsidiary, or by any Restricted Subsidiary to the Company or any
Restricted Subsidiary in accordance with the terms of this Indenture, (C)&nbsp;that is of obsolete or
unusable equipment, or assets that are not useful in the business, (D)&nbsp;that consists of defaulted
receivables for collection or any sale, transfer or other disposition of defaulted receivables for
collection, (E)&nbsp;arising from foreclosures, condemnation or any similar action on assets or the
granting of Liens not prohibited by this Indenture, (F)&nbsp;the Fair Market Value of which in the
aggregate does not exceed $15,000,000 in any transaction or series of related transactions, (G)
that consists of any Permitted Investment or any Restricted Payment permitted under Section&nbsp;10.9
herein, (H)&nbsp;that constitutes a Change of Control, (I)&nbsp;that is of cash or Cash Equivalents, (J)&nbsp;that
is of Capital Stock in, or Debt or other securities of, an Unrestricted Subsidiary, or (K)&nbsp;arising
from any financing transaction with respect to property built or acquired by the Company or any
Restricted Subsidiary after the Issue Date, including without limitation any sale and leaseback
transaction or asset securitization.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Average Life to Stated Maturity</U>&#148; means, as of the date of determination with respect
to any Debt, the quotient obtained by dividing (i)&nbsp;the sum of the products of (a)&nbsp;the number
of&nbsp;years from the date of determination to the date or dates of each successive scheduled principal
payment of such Debt multiplied by (b)&nbsp;the amount of each such principal payment by (ii)&nbsp;the sum of
all such principal payments.&nbsp;&nbsp;


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Book-Entry Security</U>&#148; means any Global Securities bearing the legend specified in
Appendix&nbsp;A evidencing all or part of a series of Securities, authenticated and delivered to the
Depositary for such series or its nominee, and registered in the name of such Depositary or
nominee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Capital Lease Obligation</U>&#148; of any Person means any obligation of such Person and its
Restricted Subsidiaries on a Consolidated basis under any capital lease of real or personal
property which, in accordance with GAAP, is required to be recorded as a capitalized lease
obligation on the books of the lessee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Change of Control</U>&#148; means the occurrence of any of the following:


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;any &#147;person&#148; or &#147;group&#148; (as such terms are used in Sections&nbsp;13(d)&nbsp;and 14(d)&nbsp;of the
Exchange Act or any successor provisions) other than the Company, any of its subsidiaries, any of
its employee benefit plans, any of the Permitted Holders or any holding company which owns,
directly or indirectly, 100% of the Voting Stock of the Company (so long as no Change of Control
would otherwise have occurred in respect of the Voting Stock of such holding company), is or
becomes the beneficial owner, directly or indirectly, through a purchase, merger or other
acquisition transaction, of 50% or more of the total voting power of all classes of Voting Stock of
the Company;


<P align="left" style="font-size: 10pt; text-indent: 4%">(ii)&nbsp;the Company consolidates with, or merges with or into, another person (as such term is
used in Sections&nbsp;13(d)&nbsp;and 14(d)&nbsp;of the Exchange Act) or any person consolidates with or merges
with or into the Company, or the Company conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any person (other than a direct or indirect wholly owned
subsidiary of the Company), other than:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(a)&nbsp;any transaction pursuant to which holders of the Company&#146;s capital stock
immediately prior to the transaction have the entitlement to exercise, directly or
indirectly, 50% or more of the total voting power of all classes of Voting Stock of (i)&nbsp;the
continuing or surviving person immediately after the transaction or (ii)&nbsp;any holding company
which owns, directly or indirectly, 100% of the Voting Stock of the continuing or surviving
person immediately after the transaction (so long as no Change of Control would otherwise
have occurred in respect of the Voting Stock of such holding company); or



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(b)&nbsp;any merger solely for the purpose of changing the Company&#146;s jurisdiction of
formation and resulting in a reclassification, conversion or exchange of outstanding shares
of common stock solely into shares of common stock of the surviving entity;


<P align="left" style="font-size: 10pt; text-indent: 4%">(iii)&nbsp;during any consecutive two-year period, individuals who at the beginning of that
two-year period constituted the Board of Directors of the Company (together with any new directors
whose election to such Board of Directors, or whose nomination for election by stockholders, was
approved by one or more Permitted Holders or by a vote of a majority of the directors then in
office who were either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason (other than death) to constitute a
majority of the Board of Directors of the Company then in office; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(iv)&nbsp; the Company approves a plan of liquidation or dissolution.


<P align="left" style="font-size: 10pt; text-indent: 4%">Beneficial ownership will be determined in accordance with Rule&nbsp;13d-3 promulgated by the
Commission under the Exchange Act. The term &#147;<U>person</U>&#148; includes any syndicate or group that
would be deemed to be a &#147;person&#148; under Section&nbsp;13(d)(3)&nbsp;of the Exchange Act.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Change of Control Offer</U>&#148; has the meaning set forth in Section&nbsp;10.14(a)&nbsp;of this
Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Change of Control Purchase Price</U>&#148; has the meaning set forth in Section&nbsp;10.14(a)&nbsp;of
this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Change of Control Purchase Date</U>&#148; has the meaning set forth in Section&nbsp;10.14(a)&nbsp;of
this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Clearstream</U>&#148; means Clearstream Banking, societe anonyme (or any successor securities
clearing agency).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Commodity Price Protection Agreement</U>&#148; means any forward contract, commodity swap,
commodity option or other similar financial agreement or arrangement relating to, or the value of
which is dependent upon, fluctuations in commodity prices.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidated Equity</U>&#148; of any Person means (a)&nbsp;the Consolidated Tangible Assets of such
Person, less (b)&nbsp;the amount of any Debt of such Person incurred pursuant to a Floor Plan Facility.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidated Fixed Charge Coverage Ratio</U>&#148; of any Person means, for any period, the
ratio of (a)&nbsp;the sum of Consolidated Net Income (Loss), and in each case to the extent deducted in
computing Consolidated Net Income (Loss) for such period, Consolidated Interest Expense,
Consolidated Income Tax Expense and Consolidated Non-cash Charges for such period, of such Person
and its Restricted Subsidiaries on a Consolidated basis, less all noncash items increasing
Consolidated Net Income for such period in any prior period to (b)&nbsp;the sum of Consolidated Interest
Expense for such period and cash dividends paid on any Preferred Stock of such Person during such
period, in each case after giving <I>pro forma </I>effect to (i)&nbsp;the incurrence of the Debt giving rise to
the need to make such calculation and (if applicable) the application of the net proceeds
therefrom, including to refinance other Debt, as if such Debt was incurred, and the application of
such proceeds occurred, on the first&nbsp;day of such period; (ii)&nbsp;the incurrence, repayment or
retirement of any other Debt by the Company and its Restricted Subsidiaries since the first&nbsp;day of
such period as if such Debt was incurred, repaid or retired at the beginning of such period (except
that, in making such computation, the amount of Debt under any revolving credit facility shall be
computed based upon the average daily balance of such Debt during such period); (iii)&nbsp;in the case
of Acquired Debt or any acquisition occurring at the time of the incurrence of such Debt, the
related acquisition (and any Consolidated Net Income (Loss) of such Person), assuming such
acquisition had been consummated on the first&nbsp;day of such period; and (iv)&nbsp;any acquisition or
disposition by the Company and its Restricted Subsidiaries of any company or any business or any
assets (including the Consolidated Net Income (Loss) of such Person), whether by merger, stock
purchase or sale or asset purchase or sale, or any related repayment of Debt, in each case since
the first&nbsp;day of such period, assuming such acquisition or disposition had been consummated on the
first&nbsp;day of such period, including giving effect to any Pro Forma Cost Savings<I>; provided that</I>
(I)&nbsp;in making such computation, the Consolidated Interest Expense attributable to interest on any
Debt computed on <I>a pro forma </I>basis and (A)&nbsp;bearing a floating interest rate shall be computed as if
the rate in effect on the date of computation had been the applicable rate for the entire period
(subject to any applicable Interest Rate Agreement) and (B)&nbsp;which was not outstanding during the
period for which the computation is being made but which bears, at the option of such Person, a
fixed or floating rate of interest, shall be computed by applying at the option of such Person
either the fixed or floating rate and (II)&nbsp;in making such computation, the Consolidated Interest
Expense of such Person attributable to interest on any Debt under a revolving credit facility
computed on a <I>pro forma </I>basis shall be computed based upon the average daily balance of such Debt
during the applicable period.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidated Income Tax Expense</U>&#148; of any Person means, for any period, the provision
for federal, state, local and foreign income taxes of such Person and its Consolidated Restricted
Subsidiaries for such period as determined in accordance with GAAP.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidated Interest Expense</U>&#148; of any Person means, without duplication, for any
period, the sum of (a)&nbsp;the interest expense of such Person and its Restricted Subsidiaries for such
period, on a Consolidated basis (other than interest expense under any Inventory Facility),
including, without limitation, (i)&nbsp;amortization of debt discount, (ii)&nbsp;the net cash costs paid
under Interest Rate Agreements (including amortization of discounts), (iii)&nbsp;the interest portion of
any deferred payment obligation, (iv)&nbsp;all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers acceptance financing, and (v)&nbsp;accrued interest, plus
(b)&nbsp;(i)&nbsp;the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to
be paid or accrued by such Person and its Restricted Subsidiaries during such period and (ii)&nbsp;all
capitalized interest of such Person and its Restricted Subsidiaries, plus (c)&nbsp;the interest expense
under any Debt guaranteed by such Person and any Restricted Subsidiary to the extent not included
under clause&nbsp;(a)(iv)&nbsp;above, whether or not paid by such Person or its Restricted Subsidiaries, but
excluding, in the case of (a), (b)&nbsp;and (c), the amortization or write-off of deferred financing
costs, plus (d)&nbsp;dividend requirements of the Company and the Restricted Subsidiaries with respect
to Redeemable Capital Stock, and with respect to Preferred Stock of Restricted Subsidiaries, in
each case whether in cash or otherwise (except dividends payable solely in shares of Capital Stock
(other than any Preferred Stock or Redeemable Capital Stock) of the Company or any Restricted
Subsidiary).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidated Net Income (Loss)</U>&#148; of any Person means, for any period, the Consolidated
net income (or loss) of such Person and its Restricted Subsidiaries for such period on a
Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in
calculating such net income (or loss), by excluding, without duplication, (i)&nbsp;all extraordinary,
non-recurring or unusual gains or losses net of taxes (less all fees and expenses relating
thereto), (ii)&nbsp;the portion of net income (or loss) of such Person and its Restricted Subsidiaries
on a Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted
Subsidiaries to the extent that cash dividends or distributions have not actually been received by
such Person or one of its Consolidated Restricted Subsidiaries, (iii)&nbsp;any impairment charge or
asset write-off pursuant to Accounting Standards Codification (&#147;<U>ASC</U>&#148;) Topic 350 and ASC
Topic 360 and the amortization of intangibles arising pursuant to ASC Topic 350, (iv)&nbsp;any gain or
loss, net of taxes, realized upon the termination of any employee pension benefit plan, (v)&nbsp;the
cumulative effect of a change in accounting principles, (vi)&nbsp;gains or losses, net of taxes (less
all fees and expenses relating thereto), in respect of dispositions of assets other than in the
ordinary course of business, (vii)&nbsp;solely for purposes of Section&nbsp;10.9 the net income of any
Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by
that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, (viii)&nbsp;non-cash gains and losses due solely to fluctuations in currency values or
unrealized gains and losses with respect to hedging obligations or other derivative instruments
pursuant to ASC Topic 815 or otherwise, (ix)&nbsp;any non-cash compensation charge arising from the
grant of or issuance of stock, stock options or other equity based awards, (x)&nbsp;any restoration to
net income of any contingency reserve, except to the extent provision for such reserve was made out
of income accrued at any time following the Issue Date, (xi)&nbsp;the amortization or write-off of
deferred financing fees and any expenses of bridge or other financing fees, (xii)&nbsp;any net gain
arising from the acquisition of any securities or extinguishment, under GAAP, of any Debt of such
Person, and (xiii)&nbsp;any gain or loss, net of taxes, attributable to disposed, abandoned, transferred
or closed assets or operations and any gain or loss, net of taxes, on disposal of disposed,
abandoned, transferred or closed assets or operations (including, without limitation, assets or
operations disposed of during such period). For the sake of clarity, (a)&nbsp;any amounts restated for
discontinued operations in the Company&#146;s consolidated financial statements shall not be
recalculated under this definition and (b)&nbsp;any gain or loss, net of taxes, attributable to
discontinued operations and any gain or loss, net of taxes, on disposal of discontinued operations
(including, without limitation, operations disposed of during such period) shall be excluded from
the calculation of Consolidated Net Income.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidated Non-cash Charges</U>&#148; of any Person means, for any period, the aggregate
depreciation, amortization and other non-cash charges of such Person and its subsidiaries on a
Consolidated basis for such period, as determined in accordance with GAAP, excluding any non-cash
charge which requires an accrual or reserve for cash charges for any future period.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidated Tangible Assets</U>&#148; of any Person means (a)&nbsp;all the Consolidated Total
Assets of such Person, less (b)&nbsp;the amount thereof constituting goodwill and other intangible
assets as calculated in accordance with GAAP.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidated Total Assets</U>&#148; of any Person means all amounts that would be shown as
assets on a consolidated balance sheet of such Person and its Restricted Subsidiaries prepared in
accordance with GAAP.


<P align="left" style="font-size: 10pt; text-indent: 4%"><I>&#147;</I><U>Consolidated Total Leverage Ratio</U><I>&#148; </I>means, as of any date with respect to any Person,
the ratio of: (i)&nbsp;the aggregate amount of Debt of such Person and its Restricted Subsidiaries on a
Consolidated basis outstanding on such date; to (ii)&nbsp; the sum of Consolidated Net Income (Loss),
and in each case to the extent deducted in computing Consolidated Net Income (Loss), Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated Non-Cash changes of such Person
and its Restricted Subsidiaries on a Consolidated basis, less all non-cash items increasing
Consolidated Net Income (Loss), in each case for such Person&#146;s most recent four full fiscal
quarters for which financial statements are available immediately preceding such date taken as one
period. The Consolidated Total Leverage Ratio shall be calculated in a manner consistent with the
definition of &#147;Consolidated Fixed Charge Coverage Ratio&#148;, including any related pro forma
adjustments.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Consolidation</U>&#148; means, with respect to any Person, the consolidation of the accounts
of such Person and each of its subsidiaries if and to the extent the accounts of such Person and
each of its subsidiaries would normally be consolidated with those of such Person, all in
accordance with GAAP. The term &#147;<U>Consolidated</U>&#148; shall have a similar meaning.&nbsp;&nbsp;&nbsp;


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Credit Facility</U>&#148; means one or more debt facilities (including, without limitation,
the Credit Agreement and the U.K. Credit Agreement), financings, commercial paper facilities or
other debt instruments, indentures or agreements providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables), notes or letters of
credit, bank products or other debt obligations and, in each case, as such agreements may be
amended, amended and restated, supplemented, modified, renewed, refunded, refinanced, replaced or
otherwise restructured, in whole or in part from time to time (including increasing the amount of
available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) with respect to all or any portion of the Debt under such
agreement or agreements or any successor or replacement agreement or agreements and whether by the
same or any other agent, lender or group of lenders or other party.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Currency Hedging Agreements</U>&#148; means one or more of the following agreements which
shall be entered into by one or more financial institutions: foreign exchange contracts, currency
swap agreements or other similar agreements or arrangements designed to protect against the
fluctuations in currency values.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Debt</U>&#148; means, with respect to any Person, without duplication, (i)&nbsp;all debt of such
Person for borrowed money or for the deferred purchase price of property or services, excluding any
trade payables and other accrued current liabilities arising in the ordinary course of business,
but including, without limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit issued under letter of credit facilities, acceptance
facilities or other similar facilities, (ii)&nbsp;all obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments, (iii)&nbsp;all debt created or arising under any
conditional sale or other title retention agreement with respect to property acquired by such
Person (even if the rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property), but excluding trade payables
arising in the ordinary course of business, (iv)&nbsp;all net obligations of such Person under Interest
Rate Agreements, Currency Hedging Agreements or Commodity Price Protection Agreements of such
Person, (v)&nbsp;all Capital Lease Obligations of such Person, (vi)&nbsp;all Debt referred to in
clauses&nbsp;(i)&nbsp;through (v)&nbsp;above of other Persons and all dividends of other Persons, the payment of
which is secured by (or for which the holder of such Debt has an existing right, contingent or
otherwise, to be secured by) any Lien, upon or with respect to property, including, without
limitation, accounts and contract rights owned by such Person, even though such Person has not
assumed or become liable for the payment of such Debt, (vii)&nbsp;to the extent not otherwise included,
any guarantee, other than by endorsement for collection or deposit in the ordinary course of
business, of all or any part of any Debt of another Person, (viii)&nbsp;all Redeemable Capital Stock
issued by such Person valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends, (ix)&nbsp;Preferred Stock of any Restricted
Subsidiary of such Person which is not a Guarantor, and (x)&nbsp;any amendment, supplement,
modification, deferral, renewal, extension, refunding or refinancing of any liability of the types
referred to in clauses&nbsp;(i)&nbsp;through (ix)&nbsp;above. For purposes hereof, the &#147;maximum fixed repurchase
price&#148; of any Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable
Capital Stock were purchased on any date on which Debt shall be required to be determined pursuant
to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such
Redeemable Capital Stock, such Fair Market Value to be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.


<P align="left" style="font-size: 10pt; text-indent: 4%">For the sake of clarity, &#147;Debt&#148; shall not include (x)&nbsp;any operating lease or residual
liabilities or guarantees with respect to such operating lease or property subject to such
operating lease, any sublease or any assigned leasehold or any payments in connection therewith
(including, without limitation, any liabilities for lease payments relating to properties which
have been sold by the Company or any Restricted Subsidiary to a third party), (y)&nbsp;any obligation,
commitment, liability or payment made in connection with the purchase or sale of installment
contracts or leases involving vehicles to financial institutions, or any guarantee in respect
thereof, in each case, arising in the ordinary course of any business of the Company or any of its
Restricted Subsidiaries, or (z)&nbsp;any obligation, commitment, liability or payment made in connection
with the purchase or repurchase of inventory, vehicles, vehicle parts and/or supplies or signage
(or the residual value related to any of the foregoing), or any guarantee in respect thereof, in
each case, to the extent required by or arising from any law or regulation or in the ordinary
course of any distribution business of the Company or any of its Restricted Subsidiaries.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Default</U>&#148; means any event which is, or after notice or passage of time or both would
be, an Event of Default.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Defeasance Redemption Date</U>&#148; shall have the meaning set forth in Section&nbsp;15.4(1).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Designated Noncash Consideration</U>&#148; means the Fair Market Value of non-cash
consideration received by the Company or any of its Restricted Subsidiaries in connection with an
Asset Sale that is so designated pursuant to an Officer&#146;s Certificate delivered to the Trustee,
setting forth the basis of the valuation. The aggregate Fair Market Value of the Designated
Noncash Consideration, taken together with the Fair Market Value at the time of receipt of all
other Designated Noncash Consideration received, may not exceed $35,000,000 in the aggregate
outstanding at any one time (with the Fair Market Value being measured at the time received and
without giving effect to subsequent changes in value).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Disinterested Director</U>&#148; means, with respect to any transaction or series of related
transactions, a member of the Board of Directors of the Company who does not have any material
direct or indirect financial interest in or with respect to such transaction or series of
transactions.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Domestic Subsidiary</U>&#148; means any Restricted Subsidiary that is not a Foreign
Subsidiary.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Equity Offering</U>&#148; means an offering by the Company of its Common Stock, Preferred
Stock (other than Redeemable Capital Stock) or options, warrants or rights with respect to its
Common Stock or Preferred Stock (other than Redeemable Capital Stock) (other than offerings
registered on Form&nbsp;S-8 or issuances to a Subsidiary of the Company).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Euroclear</U>&#148; means the Euroclear Clearance System (or any successor securities clearing
agency).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated by the Commission thereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Floor Plan Facility</U>&#148; means an agreement from Ally Financial, Inc., Ally Bank, BMW
Financial Services NA, LLC, Ford Motor Credit Company LLC, Toyota Motor Credit Corporation, World
Omni Financial Corp., American Honda Finance Corporation, U.S. Bank National Association, First
Hawaiian Bank, VW Credit, Inc., Nissan Motor Acceptance Corporation, Mercedes-Benz Financial
Services USA LLC or any other bank or asset-based lender pursuant to which the Company or any
Restricted Subsidiary incurs Debt substantially all of the net proceeds of which are used to
purchase, finance or refinance vehicles and/or vehicle parts, supplies or other inventory, to be
sold or otherwise used in the ordinary course of business of the Company and its Restricted
Subsidiaries.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Global Securities</U>&#148; mean global Securities to be issued to the Depositary in
accordance with Section&nbsp;3.13.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Guarantee</U>&#148; means the guarantee by any Guarantor of the Company&#146;s Indenture
Obligations.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Guarantor</U>&#148; means any Subsidiary which is a guarantor of the Securities, including any
Person that is required after the Issue Date on the date of determination to execute a Guarantee of
the Securities pursuant to Section&nbsp;10.13 until a successor replaces such party pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such successor.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Indenture Obligations</U>&#148; means the obligations of the Company and any other obligor
under this Indenture or under the Securities, including any Guarantor, to pay principal of,
premium, if any, and interest when due and payable, and all other amounts due or to become due
under or in connection with this Indenture and the Securities and the performance of all other
obligations to the Trustee and the Holders under this Indenture and the Securities, according to
the respective terms hereof and thereof.&nbsp;


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Interest Rate Agreements</U>&#148; means one or more of the following agreements which shall
be entered into by one or more financial institutions: interest rate protection agreements
(including, without limitation, interest rate swaps, caps, floors, collars and similar agreements)
and/or other types of interest rate hedging agreements from time to time.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Inventory Facility</U>&#148; means any Floor Plan Facility or any other agreement, including
pursuant to a commercial paper program, pursuant to which the Company or any Restricted Subsidiary
incurs Debt, the net proceeds of which are used to purchase, finance or refinance vehicles and/or
vehicle parts, supplies and other inventory, to be sold or otherwise used in the ordinary course of
business of the Company and its Restricted Subsidiaries.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Investment</U>&#148; means, with respect to any Person, directly or indirectly, any advance,
loan, or other extension of credit (including guarantees) or capital contribution to (by means of
any transfer of cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities issued by any other Person and all other items that
would be classified as investments on a balance sheet prepared in accordance with GAAP. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital
Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect
to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company
(other than the sale of all of the outstanding Capital Stock of such Restricted Subsidiary), the
Company shall be deemed to have made an Investment on the date of such sale or disposition equal to
the Fair Market Value of the Company&#146;s Investments in such Subsidiary that were not sold or
disposed. For the sake of clarity, &#147;Investment&#148; shall not include (x)&nbsp;any guarantee with respect
to an operating lease or property subject to such operating lease, sublease or assigned leasehold
or any payments in connection therewith (including, without limitation, any liabilities for lease
payments relating to properties which have been sold by the Company or any Restricted Subsidiary to
a third party), (y)&nbsp;any guarantee of an obligation, commitment, liability or payment made in
connection with the purchase or sale of installment contracts or leases involving vehicles to
financial institutions, in each case, arising in the ordinary course of any business of the Company
or any of its Restricted Subsidiaries, or (z)&nbsp;any guarantee of an obligation, commitment, liability
or payment made in connection with the purchase or repurchase of inventory, vehicles, vehicle parts
and/or supplies or signage (or the residual value related to any of the foregoing), in each case,
to the extent required by or arising from any law or regulation or in the ordinary course of any
distribution business of the Company or any of its Restricted Subsidiaries.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Issue Date</U>&#148; means November&nbsp;21, 2014.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Manufacturer</U>&#148; means a vehicle manufacturer or other manufacturer which is a party to
an agreement with the Company or any Restricted Subsidiary.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Moody&#146;s</U>&#148; means Moody&#146;s Investors Service, Inc., and any successor to the rating
agency business thereto.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Net Cash Proceeds</U>&#148; means (a)&nbsp;with respect to any Asset Sale by any Person, the
proceeds from that sale (without duplication in respect of all Asset Sales) in the form of cash or
Cash Equivalents including by way of sale or discounting of a note, installment receivable or other
receivable (but excluding any other consideration received in the form of assumption by the
acquirer of Debt or other obligations relating to such properties or assets), including payments in
respect of deferred payment obligations when received in the form of, or stock or other assets when
disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed
or sold with recourse to the Company or any Restricted Subsidiary) net of: (i)&nbsp;brokerage
commissions and other reasonable fees and expenses (including fees and expenses of counsel and
investment bankers) related to such Asset Sale, (ii)&nbsp;provisions for all taxes payable as a result
of such Asset Sale, (iii)&nbsp;payments made to retire Debt where payment of such Debt is secured by the
assets or properties the subject of such Asset Sale, (iv)&nbsp;amounts required to be paid to any Person
(other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets
subject to the Asset Sale and (v)&nbsp;appropriate amounts to be provided by the Company or any
Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any
liabilities associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset Sale, all as reflected
in an Officer&#146;s Certificate, and (b)&nbsp;with respect to any issuance or sale of Capital Stock or
options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that
have been converted into or exchanged for Capital Stock as referred to in Section&nbsp;10.9, the
proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of, or stock or other assets when
disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed
or sold with recourse to the Company or any Restricted Subsidiary), net of attorney&#146;s fees,
accountant&#146;s fees and brokerage, consultation, underwriting and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or payable as a result of
such issuance or sale.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Non-Guarantor Restricted Subsidiary</U>&#148; means any Restricted Subsidiary that is
designated by the Company as a Non-Guarantor Restricted Subsidiary, as evidenced by an Officer&#146;s
Certificate of the Company delivered to the Trustee.&nbsp;


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Opinion of Counsel</U>&#148; means a written opinion of counsel, who may be an employee of or
counsel for the Company or any Guarantor, and who shall be reasonably satisfactory to the Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Opinion of Independent Counsel</U>&#148; means a written opinion of counsel which is issued by
a Person who is not an employee, director or consultant (other than non-employee legal counsel) of
the Company or any Guarantor and who shall be acceptable to the Trustee, and which opinion shall be
in form and substance reasonably satisfactory to the Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Pari Passu Debt</U>&#148; means (a)&nbsp;any Debt of the Company that is pari passu in right of
payment to the Notes, including, without limitation, the 5.75% Notes, and (b)&nbsp;with respect to any
Guarantee, Debt which ranks <I>pari passu </I>in right of payment to such Guarantee, including, without
limitation, the Guarantees with respect to the 5.75% Notes.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Paying Agent</U>&#148; means any Person (including the Company) authorized by the Company to
pay the principal of, premium, if any, or interest on, any Securities on behalf of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Payment Blockage Period</U>&#148; shall have the meaning set forth in Section&nbsp;13.2.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Permitted Guarantor Junior Payment</U>&#148; means any payment or other distribution to the
holders of the Securities of securities of the Company or any other corporation that are equity
securities (other than Preferred Stock or Redeemable Capital Stock) or are subordinated in right of
payment to all Senior Guarantor Debt, to substantially the same extent as, or to a greater extent
than, the holders of the Indenture Obligations are so subordinated.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Permitted Holders</U>&#148; means (i)&nbsp;Mr.&nbsp;Roger S. Penske, his estate, guardians,
conservators, administrators, committees or personal representatives; (ii)&nbsp;immediate family members
and lineal descendants of Mr.&nbsp;Roger S. Penske and their respective guardians, conservators,
administrators, committees or personal representatives; (iii)&nbsp;trusts or other entities created for
the benefit of any of the Persons listed in (i)&nbsp;or (ii)&nbsp;above or for the benefit of a trust covered
by this clause&nbsp;(iii); (iv)&nbsp;any of Penske Capital Partners LLC, International Motor Car Group I LLC,
International Motor Car Group II LLC, Penske Corporation, Penske Automotive Holdings Corp.,
Transportation Resource Partners, LP, Transportation Resource Partners III, LP, Penske Truck
Leasing Co., L.P., LJ VP Holdings LLC and their respective Subsidiaries, in each case so long as
the Persons or entities covered by clauses&nbsp;(i), (ii)&nbsp;or (iii), directly or indirectly, control such
entities; (v)&nbsp;entities that are, directly or indirectly, controlled by any of the Persons or
entities listed in clauses&nbsp;(i)&nbsp;through (iv)&nbsp;above; and (vi)&nbsp;Mitsui & Co., U.S.A., Inc. and Mitsui &
Co., Ltd. and any of their affiliates. For purposes of this definition, &#147;<U>control</U>&#148; when
used with respect to any entity means the power to direct the management and policies of such
entity, directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise, and the terms &#147;<U>controlling</U>&#148; and &#147;<U>controlled</U>&#148; have meanings correlative
to the foregoing.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Permitted Investment</U>&#148; means (i)&nbsp;Investments in the Company or in a Restricted
Subsidiary of the Company, (ii)&nbsp;Investments in any Person which, as a result of such Investment,
(a)&nbsp;becomes a Restricted Subsidiary or (b)&nbsp;is merged or consolidated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted
Subsidiary; (iii)&nbsp;Debt of the Company or a Restricted Subsidiary described under clauses&nbsp;(i), (ii),
(v), (vi), (vii)&nbsp;and (viii)&nbsp;of the definition of &#147;Permitted Debt&#148;; (iv)&nbsp;Investments in any of the
Notes; (v)&nbsp;Investments in cash and Cash Equivalents; (vi)&nbsp;Investments acquired by the Company or
any Restricted Subsidiary in connection with an asset sale permitted under Section&nbsp;10.12 herein to
the extent such Investments are non-cash proceeds as permitted under such Section; (vii)&nbsp;any
Investment to the extent the consideration therefor consists of Qualified Capital Stock of the
Company or any Unrestricted Subsidiary; (viii)&nbsp;Investments representing Capital Stock or
obligations issued to the Company or any Restricted Subsidiary in the course of the good faith
settlement of claims against any other Person by reason of a composition or readjustment of debt or
a reorganization of any debtor or any Restricted Subsidiary; (ix)&nbsp;prepaid expenses advanced to
employees in the ordinary course of business or other loans or advances to employees in the
ordinary course of business not to exceed $1,000,000 in the aggregate at any one time outstanding;
(x)&nbsp;Investments in existence on the Issue Date and an Investment in any Person to the extent such
Investment replaces or refinances an Investment in such Person existing on the Issue Date in an
amount not exceeding the amount of the Investment being replaced or refinanced; (xi)&nbsp;Investments in
Unrestricted Subsidiaries and joint ventures, not to exceed 5% of the Company&#146;s Consolidated Total
Assets at any one time outstanding; (xii)&nbsp;deposits, including interest-bearing deposits, maintained
in the ordinary course of business in banks or with floor plan lenders; trade receivables and
prepaid expenses, in each case arising in the ordinary course of business; <I>provided</I>, <I>however</I>, that
such receivables and prepaid expenses would be recorded as assets of such Person in accordance with
GAAP; endorsements for collection or deposit in the ordinary course of business by such Person of
bank drafts and similar negotiable instruments of such other Person received as payment for
ordinary course of business trade receivables; (xiii)&nbsp;Investments acquired with the Net Cash
Proceeds received by the Company after the date of this Indenture from the issuance and sale of
Capital Stock (other than Redeemable Stock or Preferred Stock)<I>; provided that </I>such Net Cash
Proceeds are used to make such Investment within 10&nbsp;days of the receipt thereof and the amount of
all such Net Cash Proceeds shall be excluded from clause&nbsp;(3)(B)&nbsp;of Section&nbsp;10.9(a)&nbsp;herein; (xiv)
Investments acquired in connection with (and not created in anticipation of) an acquisition
otherwise permitted by this Indenture; (xv)&nbsp;Investments in prepaid expenses, negotiable instruments
held for collection and lease, utility and worker&#146;s compensation, performance and other similar
deposits provided to third parties in the ordinary course of business; (xvi)&nbsp;any Investment
acquired by the Company or any Restricted Subsidiary (a)&nbsp;in exchange for any other Investment or
accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as
a result of a bankruptcy, workout, reorganization or recapitalization of the Person in which such
other Investment is made or which is the obligor with respect to such accounts receivable, or
(b)&nbsp;as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any
secured Investment or other transfer of title with respect to any secured Investment in default;
(xvii)&nbsp;consumer loans and leases entered into, purchased or otherwise acquired by the Company or
its Subsidiaries, as lender, lessor or assignee, as applicable, in the ordinary course of business;
(xviii)&nbsp;guarantees of Debt of the Company or any Restricted Subsidiary which Debt is permitted
pursuant to Section&nbsp;10.8; and (xix)&nbsp;in addition to the Investments described in clauses&nbsp;(i)&nbsp;through
(xviii)&nbsp;above, Investments in an amount not to exceed 5% of Consolidated Tangible Assets. In
connection with any assets or property contributed or transferred to any Person as an Investment,
such property and assets shall be equal to the Fair Market Value at the time of Investment.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Permitted Junior Payment</U>&#148; means any payment or other distribution to the holders of
the Securities of securities of the Company or any other corporation that are equity securities
(other than Preferred Stock or Redeemable Capital Stock) or are subordinated in right of payment to
all Senior Debt, to substantially the same extent as, or to a greater extent than, the holders of
the Indenture Obligations are so subordinated.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Permitted Liens</U>&#148; means, with respect to any Person, (i)&nbsp;Liens securing any Debt which
became Debt pursuant to a transaction permitted by Article&nbsp;Eight or securing Acquired Debt which
was created prior to (and not created in connection with, or in contemplation of) the incurrence of
such Debt (including any assumption, guarantee or other liability with respect thereto by any
Restricted Subsidiary) and which Debt is permitted under the provisions of Section&nbsp;10.8; (ii)&nbsp;Liens
securing Debt in the aggregate amount outstanding at any time not to exceed 1% of the Company&#146;s
Consolidated Tangible Assets; (iii)&nbsp;Liens imposed by law, including carriers&#146;, warehousemen&#146;s and
mechanics&#146; Liens, in each case for sums not yet due or being contested in good faith by appropriate
proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP
shall have been made in respect thereof; (iv)&nbsp;Liens for taxes, assessments or other governmental
charges not yet subject to penalties for non-payment or which are being contested in good faith by
appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in
respect thereof; (v)&nbsp;Liens under the Company&#146;s joint collateral accounts, concentration accounts,
deposit accounts or other funds maintained with a depositary institution or bank<I>; provided that</I>
such deposit account is not a dedicated cash collateral account and is not subject to restrictions
against access by the Company in excess of those set forth by regulations issued by the Federal
Reserve Board; (vi)&nbsp;Liens on property at the time the Company or a Restricted Subsidiary acquired
the property, including any acquisition by means of a merger or consolidation with or into the
Company or any Restricted Subsidiary; <I>provided</I>, <I>however</I>, that such Liens are not created, incurred
or assumed in connection with, or in contemplation of, such acquisition; <I>provided further</I>, <I>however</I>,
that such Liens may not extend to any other property owned by the Company or any Restricted
Subsidiary; (vii)&nbsp;encumbrances, ground leases, easements or reservations of, or rights of others
for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning, building codes or other restrictions (including, without limitation,
minor defects or irregularities in title and similar encumbrances) as to the use of real properties
or liens incidental to the conduct of the business of such Person or to the ownership of its
properties which do not in the aggregate materially adversely affect the value of said properties
or materially impair their use in the operation of the business of such Person; (viii)&nbsp;leases,
licenses, subleases and sublicenses of assets (including, without limitation, real property and
intellectual property rights) which do not materially interfere with the ordinary conduct of the
business of the Company or any of its Restricted Subsidiaries; (ix)&nbsp;Liens existing on the Issue
Date; (x)&nbsp;pledges or deposits by such Person under workmen&#146;s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Debt) or leases to which such Person is a party, or
deposits to secure public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is a party, or
deposits as security for contested taxes or import or customs duties or for the payment of rent, in
each case incurred in the ordinary course of business; (xi)&nbsp;judgment Liens not giving rise to an
Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings
which may have been duly initiated for the review of such judgment have not been finally terminated
or the period within which such proceedings may be initiated has not expired; and (xii)&nbsp;Liens
securing Debt incurred to refinance Debt that was previously so secured, <I>provided that </I>any such
Lien is limited to all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or, under the written
arrangements under which the original Lien arose, could secure) the Debt being refinanced or is in
respect of property that is the security for a Permitted Lien hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Pro Forma Cost Savings</U>&#148; means, with respect to any period, the reductions in costs
that (i)&nbsp;occurred during the period that are attributable to an asset or stock acquisition and
calculated on a basis that is consistent with Article&nbsp;11 of Regulation&nbsp;S-X under the Securities Act
or (ii)&nbsp;are implemented, committed to be implemented, the commencement of implementation of which
has begun or reasonably expected to be implemented in good faith with respect to the Company or any
Restricted Subsidiary and the business that was the subject of any such asset or stock acquisition
within twelve&nbsp;months of the date of the asset or stock acquisition and that are quantifiable, as
if, in the case of each of clauses&nbsp;(i)&nbsp;and (ii), all such reductions in costs had been effected as
of the beginning of such period, decreased by any non-one-time incremental cash expenses incurred
or to be incurred during the period in order to achieve such reduction in costs.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Purchase Money Obligation</U>&#148; means any Debt secured by a Lien on assets related to the
business of the Company and any additions and accessions thereto, which are purchased or
constructed by the Company at any time after the Issue Date of the Securities<I>; provided that</I>
(i)&nbsp;the security agreement or conditional sales or other title retention contract pursuant to which
the Lien on such assets is created (collectively a &#147;<U>Purchase Money Security Agreement</U>&#148;)
shall be entered into within 180&nbsp;days after the purchase or substantial completion of the
construction of such assets and shall at all times be confined solely to the assets so purchased or
acquired, any additions and accessions thereto and any proceeds therefrom, (ii)&nbsp;at no time shall
the aggregate principal amount of the outstanding Debt secured thereby be increased, except in
connection with the purchase of additions and accessions thereto and except in respect of fees and
other obligations in respect of such Debt and (iii)&nbsp;(A)&nbsp;the aggregate outstanding principal amount
of Debt secured thereby (determined on a per asset basis in the case of any additions and
accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed
100% of the purchase price or cost of construction to the Company of the assets subject to such
purchase or construction, or (B)&nbsp;the Debt secured thereby shall be with recourse solely to the
assets so purchased, acquired or constructed, any additions and accessions thereto and any proceeds
therefrom.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Qualified Capital Stock</U>&#148; of any Person means any and all Capital Stock of such Person
other than Redeemable Capital Stock.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Redeemable Capital Stock</U>&#148; means any Capital Stock that, either by its terms or by the
terms of any security into which it is convertible or exchangeable or otherwise, (1)&nbsp;is or upon the
happening of an event or passage of time would be, required to be redeemed prior to the final
Stated Maturity of the principal of the Securities, (2)&nbsp;is redeemable at the option of the holder
of such Capital Stock at any time prior to the final Stated Maturity of the principal of the
Securities (other than upon a change of control of the Company in circumstances where the Holders
would have similar rights), or (3)&nbsp;is convertible into or exchangeable for debt securities at any
time prior to the final Stated Maturity of the principal of the Securities at the option of the
holder of such Capital Stock.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Reference Date</U>&#148; means March&nbsp;18, 2002.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Replacement Assets</U>&#148; means properties and assets (other than cash or any Capital Stock
or other security) that will be used in a business of the Company or its Restricted Subsidiaries
existing on the Issue Date or in a business reasonably related, complementary, similar, incidental,
supplemental or ancillary thereto, or a reasonable extension, development or expansion thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>S&P</U>&#148; means Standard & Poor&#146;s Ratings Services, a division of McGraw-Hill Financial,
Inc., and any successor to the rating agency business thereto.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Securities Act</U>&#148; means the Securities Act of 1933, as amended, or any successor
statute and the rules and regulations promulgated by the Commission under that act.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Senior Guarantor Debt</U>&#148; means the principal of, premium, if any, and interest
(including interest accruing after the filing of a petition initiating any proceeding under any
state, federal or foreign bankruptcy law, whether or not such interest is allowed or allowable
under such proceeding) on any Debt of any Guarantor and all other monetary obligations of every
kind or nature (including, but not limited to, fees, indemnities and expenses) due on or in
connection with any such Debt (other than as otherwise provided in this definition), whether
outstanding on the Issue Date or thereafter created, incurred or assumed, and whether at any time
owing, actually or contingent, without giving effect to any reduction in the amount of such Debt
necessary to render the obligation of any Guarantor with respect thereto (as obligor, guarantor or
otherwise) not voidable or avoidable under applicable law, unless, in the case of any particular
Debt, the instrument creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Debt shall not be senior in right of payment to any Guarantee.
Notwithstanding the foregoing, &#147;Senior Guarantor Debt&#148; shall (x)&nbsp;include all borrowings of each
Guarantor under, and all guarantees by each Guarantor of, the Credit Agreement and the Floor Plan
Facilities and any Interest Rate Agreement, Currency Hedging Agreement and Commodity Price
Protection Agreement of such Guarantor and (y)&nbsp;not include: (i)&nbsp;Debt evidenced by the Guarantees,
(ii)&nbsp;Debt that, by its express terms or by the express terms of the agreement or instrument
creating or evidencing the same or pursuant to which the same is outstanding, is subordinated or
junior in right of payment to any Debt of such Guarantor, (iii)&nbsp;Debt which when incurred and
without respect to any election under Section&nbsp;1111(b)&nbsp;of Title&nbsp;11 United States Code is without
recourse to such Guarantor, (iv)&nbsp;Debt which is represented by Redeemable Capital Stock, (v)&nbsp;any
liability for foreign, federal, state, local or other taxes owed or owing by such Guarantor to the
extent such liability constitutes Debt, (vi)&nbsp;Debt of such Guarantor to a Subsidiary or any other
Affiliate of the Company (other than Mitsui & Co. (USA), Inc. and Mitsui & Co., Ltd. and any of
their affiliates) or any of such Affiliate&#146;s Subsidiaries, (vii)&nbsp;to the extent it might constitute
Debt, amounts owing for goods, materials or services purchased in the ordinary course of business
(other than Floor Plan Facilities) or consisting of trade accounts payable owed or owing by such
Guarantor (other than Floor Plan Facilities), and amounts owed by such Guarantor for compensation
to employees or services rendered to such Guarantor, (viii)&nbsp;that portion of any Debt which at the
time of issuance is issued in violation of this Indenture and (ix)&nbsp;Debt evidenced by any guarantee
of any Subordinated Debt or Pari Passu Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Senior Representative</U>&#148; means the agent, indenture trustee or other trustee or
representative of holders of any Designated Senior Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Significant Restricted Subsidiary</U>&#148; means any Restricted Subsidiary that would be a
&#147;significant subsidiary&#148; as defined in Article&nbsp;1, Rule&nbsp;1-02 of Regulation&nbsp;S-X, promulgated pursuant
to the Securities Act, as such regulation is in effect on the date of this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Specified Courts</U>&#148; shall have the meaning set forth in Section&nbsp;1.22.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Subordinated Debt</U>&#148; means Debt of the Company or a Guarantor that is subordinated in
right of payment to the Securities or the Guarantee of such Guarantor, as the case may be.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Treasury Rate</U>&#148; means, with respect to any Redemption Date, the yield to maturity at
the time of computation of United States Treasury securities with a constant maturity (as compiled
and published in the most recent Federal Reserve Statistical Release H.15(519) that has become
publicly available at least two business&nbsp;days prior to such redemption date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from such redemption date to December&nbsp;1, 2019; <I>provided</I>, <I>however</I>,
that if the period from such redemption date to December&nbsp;1, 2019 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of
a&nbsp;year) from the weekly average yields of United States Treasury securities for which such yields
are given, except that if the period from such redemption date to December&nbsp;1, 2019 is less than
one&nbsp;year, the weekly average yield on actually traded United States Treasury securities adjusted to
a constant maturity of one&nbsp;year shall be used. The Treasury Rate shall be obtained by the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>U.K. Credit Agreement</U>&#148; means (i)&nbsp;the credit facility, dated as of December&nbsp;16, 2011,
between Sytner Group Limited and Royal Bank of Scotland plc and BMW Financial Services (GB)&nbsp;Limited
and (ii)&nbsp;the credit facility, dated as of January&nbsp;10, 2012, between Sytner Group Limited and Royal
Bank of Scotland plc, as agent for National Westminster Bank plc, in each case, as such agreements,
in whole or in part, may have been or may be amended, renewed, extended, increased, substituted,
refinanced, restructured, replaced, supplemented or otherwise modified from time to time,
including, without limitation, any successive renewals, extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the foregoing.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Voting Stock</U>&#148; means Capital Stock of the class or classes pursuant to which the
holders of such Capital Stock have the general voting power under ordinary circumstances to elect
at least a majority of the board of directors, managers or trustees of such Person (irrespective of
whether or not at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Wholly Owned Restricted Subsidiary</U>&#148; means a Restricted Subsidiary all the Capital
Stock of which is owned by the Company or another Wholly Owned Restricted Subsidiary.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1.1 of the Base Indenture shall be amended so that the following definitions in the
Base Indenture shall be deleted in their entirety and replaced with the following:</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Bankruptcy Law</U>&#148; means Title&nbsp;11, United States Bankruptcy Code of 1978, as amended, or
any similar United States federal or state law or foreign law relating to bankruptcy, insolvency,
receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to,
succession to or change in any such law.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Board of Directors</U>&#148; means the board of directors of the Company or any Guarantor, as
the case may be, or any duly authorized committee of such board, or any equivalent body in a
limited partnership, limited liability company or other entity serving substantially the same
function as a board of directors of a corporation.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Board Resolution</U>&#148; means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or any Guarantor (or the general partner of a Guarantor which is
a limited partnership), as the case may be, to have been duly adopted by the Board of Directors of
such Person and to be in full force and effect on the date of such certification, and delivered to
the Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Business Day</U>&#148; means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a&nbsp;day on which banking institutions or trust companies in The City of New York or the city in which
the Corporate Trust Office of the Trustee is located are authorized or obligated by law, regulation
or executive order to close.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Capital Stock</U>&#148; of any Person means any and all shares, interests, participations,
rights in or other equivalents, however designated, of such Person&#146;s capital stock or other equity
interests, partnership interests (whether general or limited), any other interest or participation
that confers on a Person that right to receive a share of the profits and losses of, or
distributions of assets of (other than a distribution in respect of Debt), the issuing Person and
any rights, warrants or options exchangeable for or convertible into such Capital Stock (other than
debt securities convertible into Capital Stock).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Cash Equivalent</U>&#148; means (i)&nbsp;United States Dollars or such local currencies held by the
Company or any Restricted Subsidiary from time to time in the ordinary course of business, (ii)&nbsp;any
evidence of Debt, maturing not more than one&nbsp;year after the date of acquisition (unless such
securities are deposited to defease or satisfy and discharge any Debt), issued by the United
States of America, or an instrumentality or agency thereof, and guaranteed fully as to principal,
premium, if any, and interest by the United States of America, (iii)&nbsp;certificates of deposit, time
deposits and Eurodollar time deposits with maturities of one&nbsp;year or less from the date of
acquisition, bankers&#146; acceptances with maturities not exceeding one&nbsp;year and overnight bank
deposits, in each case with any commercial bank having capital and surplus of not less than
$500,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the
date of determination) in the case of non-U.S. banks, (iv)&nbsp;commercial paper, maturing not more than
one&nbsp;year after the date of acquisition, issued by a corporation (other than an Affiliate or
Subsidiary of the Company) organized and existing under the laws of the United States of America
with a rating, at the time as of which any investment therein is made, of &#147;P-1&#148; (or higher)
according to Moody&#146;s or &#147;A-1&#148; (or higher) according to S&P; (v)&nbsp;any money market deposit accounts
issued or offered by a domestic commercial bank having capital and surplus in excess of
$500,000,000 or a non-U.S. bank having capital and surplus in excess of $100,000,000<I>; provided that</I>
the short term debt of such commercial bank has a rating, at the time of Investment, of &#147;P-1&#148; (or
higher) according to Moody&#146;s or &#147;A-1&#148; (or higher) according to S&P; (vi)&nbsp;in the case of any
investment by a Foreign Subsidiary or investments made in a country outside the United States of
America, &#147;Cash Equivalents&#148; shall also include (A)&nbsp;direct obligations of the sovereign nation (or
any agency thereof) in which such Foreign Subsidiary is organized and is conducting business or
obligations fully and unconditionally guaranteed by such sovereign nation (or agency thereof) and
(B)&nbsp;investments denominated in the currency of the jurisdiction in which such Foreign Subsidiary is
organized or has its principal place of business which are similar to the items specified in
clauses&nbsp;(i)&nbsp;through (v)&nbsp;above, including, without limitation, any deposit with a bank that is a
lender to such Foreign Subsidiary, (vii)&nbsp;repurchase obligations for underlying securities of the
types described in clauses&nbsp;(ii)&nbsp;and (iii)&nbsp;entered into with any financial institution meeting the
qualifications specified in clause&nbsp;(iii)&nbsp;above and (viii)&nbsp;shares of money market mutual funds
within the definition of Rule&nbsp;2a-7 issued by the Commission under the Investment Company Act of
1940.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; means the Company&#146;s Voting Stock, par value $0.0001 per share, or any
successor common stock thereto.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Company</U>&#148; means Penske Automotive Group, Inc., a corporation incorporated under the
laws of Delaware, until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter &#147;Company&#148; shall mean such successor Person. To the
extent necessary to comply with the requirements of the provisions of Sections&nbsp;310 through 317 of
the Trust Indenture Act as they are applicable to the Company, the term &#147;Company&#148; shall include any
other obligor with respect to the Securities for purposes of complying with such provisions.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Credit Agreement</U>&#148; means the Fourth Amended and Restated Credit Agreement, dated as of
April&nbsp;1, 2014, among the Company, various financial institutions and Mercedes-Benz Financial
Services USA LLC as agent for the lenders, as amended, as such agreement, in whole or in part, may
have been or may be amended, renewed, extended, increased, substituted, refinanced, restructured,
replaced, supplemented or otherwise modified from time to time, including, without limitation, any
successive renewals, extensions, substitutions, refinancings, restructurings, replacements,
supplementations or other modifications of the foregoing.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Depositary</U>&#148; means, with respect to the Securities issued in the form of one or more
Book-Entry Securities, The Depository Trust Company (&#147;<U>DTC</U>&#148;), its nominees and successors,
or another Person designated as Depositary by the Company, which must be a clearing agency
registered under the Exchange Act.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Designated Senior Debt</U>&#148; means (i)&nbsp;all Senior Debt under the Credit Agreement and
(ii)&nbsp;any other Senior Debt which at the time of determination has an aggregate principal amount
outstanding of at least $50,000,000 and which is specifically designated in the instrument
evidencing such Senior Debt or the agreement under which such Senior Debt arises as &#147;Designated
Senior Debt&#148; by the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Fair Market Value</U>&#148; means, with respect to any asset or property, the sale value that
would be obtained in an arm&#146;s-length free market transaction between an informed and willing seller
under no compulsion to sell and an informed and willing buyer under no compulsion to buy,
determined by senior management or the Board of Directors of the Company, whose determination shall
be conclusive for all purposes under this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Foreign Subsidiary</U>&#148; means any Restricted Subsidiary that (i)&nbsp;is not organized under
the laws of the United States of America or any state thereof or the District of Columbia or
(ii)&nbsp;was organized under the laws of the United States of America or any State thereof or the
District of Columbia that has no material assets other than Capital Stock of one or more foreign
entities of the type described in clause&nbsp;(i)&nbsp;above.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Generally Accepted Accounting Principles</U>&#148; or &#147;<U>GAAP</U>&#148; means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of
the Public Company Accounting Oversight Board and statements and pronouncements of the Financial
Accounting Standards Board and the Public Company Accounting Oversight Board or in such other
statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect (i)&nbsp;with respect to periodic reporting requirements, from time to
time, and (ii)&nbsp;otherwise on the date hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Indenture</U>&#148; means this instrument as originally executed (including all exhibits and
schedules thereto) and as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Interest Payment Date</U>&#148; means June&nbsp;1 and December&nbsp;1 of each&nbsp;year.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Lien</U>&#148; means any mortgage or deed of trust, charge, pledge, lien (statutory or
otherwise), privilege, security interest, assignment, deposit, easement, hypothecation, claim,
preference, priority or other encumbrance upon or with respect to any property of any kind
(including any conditional sale, capital lease or other title retention agreement, any leases in
the nature thereof, and any agreement to give any security interest), real or personal, movable or
immovable, now owned or hereafter acquired. A Person shall be deemed to own subject to a Lien any
property which it has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capital Lease Obligation or other title retention agreement. For the
sake of clarity, &#147;Lien&#148; shall not include any operating lease or residual liabilities or guarantees
with respect to such operating lease or property subject to such operating lease, any sublease or
any assigned leasehold or any payments in connection therewith (including, without limitation, any
liabilities for lease payments relating to properties which have been sold by the Company or any
Restricted Subsidiary to a third party).


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Maturity</U>&#148; means, when used with respect to the Securities, the date on which the
principal of the Securities becomes due and payable as provided in the Securities or as provided in
this Indenture, whether at Stated Maturity, the Offer Date, the Redemption Date or the purchase
date and whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of
Control Offer in respect of a Change of Control, call for redemption or otherwise.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Officer&#146;s Certificate</U>&#148; means a certificate signed by any one of the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Executive Vice President&#151;Finance, the Vice President&#151;Finance, the Controller, any
Executive Vice President or Vice President, the General Counsel, the Treasurer, an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Company or any Guarantor, as the case
may be, and in form and substance reasonably satisfactory to, and delivered to, the Trustee.
Notwithstanding the foregoing, with respect to any Guarantor, the &#147;Officer&#146;s Certificate&#148; may be
executed by any one of the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the
Guarantor, the Guarantor&#146;s general partner or the Guarantor&#146;s member.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Opinion of Independent Counsel</U>&#148; means a written opinion of counsel which is issued by
a Person who is not an employee, director or consultant (other than non-employee legal counsel) of
the Company or any Guarantor and who shall be acceptable to the Trustee, and which opinion shall be
in form and substance reasonably satisfactory to the Trustee.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Person</U>&#148; means any individual, corporation, limited liability company, partnership,
joint venture, association, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof, including any syndicate or group that would be
deemed to be a &#147;person&#148; under Section&nbsp;13(d)(3)&nbsp;of the Exchange Act.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Predecessor Security</U>&#148; of any particular Security means every previous Security,
evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section&nbsp;3.6 in
exchange for a mutilated Security or in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Security.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Preferred Stock</U>&#148; means, with respect to any Person, any Capital Stock of any class or
classes (however designated) which is preferred as to the payment of dividends or distributions, or
as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of
such Person, over the Capital Stock of any other class in such Person.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Regular Record Date</U>&#148; for the interest payable on any Interest Payment Date means the
May&nbsp;15 or November&nbsp;15, as the case may be (whether or not a Business Day), immediately preceding
such Interest Payment Date.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Restricted Subsidiary</U>&#148; means any Subsidiary of the Company that has not been
designated by the Board of Directors of the Company by a Board Resolution delivered to the Trustee
as an Unrestricted Subsidiary pursuant to and in compliance with this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Senior Debt</U>&#148; means the principal of, premium, if any, and interest (including
interest accruing after the filing of a petition initiating any proceeding under any state, federal
or foreign bankruptcy law, whether or not such interest is allowed or allowable under such
proceeding) on any Debt of the Company and all other monetary obligations of every kind or nature
(including, but not limited to, fees, indemnities and expenses) due on or in connection with any
such Debt (other than as otherwise provided in this definition), whether outstanding on the Issue
Date or thereafter created, incurred or assumed, and whether at any time owing, actually or
contingent, unless, in the case of any particular Debt, the instrument creating or evidencing the
same or pursuant to which the same is outstanding expressly provides that such Debt shall not be
senior in right of payment to the Securities. Notwithstanding the foregoing, &#147;Senior Debt&#148; shall
(x)&nbsp;include the Credit Agreement and the Floor Plan Facilities and any Interest Rate Agreement,
Currency Hedging Agreement and Commodity Price Protection Agreement of the Company to the extent
the Company is a party thereto and (y)&nbsp;not include: (i)&nbsp;Debt evidenced by the Securities, (ii)&nbsp;the
5.75% Notes and any other Debt that, by its express terms or by the express terms of the agreement
or instrument creating or evidencing the same or pursuant to which the same is outstanding, is
subordinate or junior in right of payment to any Debt of the Company, (iii)&nbsp;Debt which when
incurred and without respect to any election under Section&nbsp;1111(b)&nbsp;of Title&nbsp;11 United States Code,
is without recourse to the Company, (iv)&nbsp;Debt which is represented by Redeemable Capital Stock,
(v)&nbsp;any liability for foreign, federal, state, local or other taxes owed or owing by the Company to
the extent such liability constitutes Debt, (vi)&nbsp;Debt of the Company to a Subsidiary or any other
Affiliate of the Company (other than Mitsui & Co. (USA), Inc. and Mitsui & Co., Ltd. and any of
their affiliates) or any of such Affiliate&#146;s Subsidiaries, (vii)&nbsp;to the extent it might constitute
Debt, amounts owing for goods, materials or services purchased in the ordinary course of business
(other than Floor Plan Facilities) or consisting of trade accounts payable owed or owing by the
Company (other than Floor Plan Facilities), and amounts owed by the Company for compensation to
employees or services rendered to the Company, (viii)&nbsp;that portion of any Debt which at the time of
issuance is issued in violation of this Indenture and (ix)&nbsp;Debt evidenced by any guarantee of any
Subordinated Debt or Pari Passu Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Stated Maturity</U>&#148; means, when used with respect to any Debt or any installment of
interest on such Debt, the dates specified in such Debt as the fixed date on which the principal of
such Debt or such installment of interest, as the case may be, is due and payable.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Subsidiary</U>&#148; of a Person means (i)&nbsp;any corporation more than 50% of the outstanding
voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other
Subsidiaries of such Person, or (ii)&nbsp;any limited partnership of which such Person or any Subsidiary
of such Person is a general partner, or (iii)&nbsp;any other Person in which such Person, or one or more
other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or
indirectly, has more than 50% of the outstanding partnership or similar interests or has the power,
by contract or otherwise, to direct or cause the direction of the policies, management and affairs
of such Person.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Unrestricted Subsidiary</U>&#148; means (i)&nbsp;any Subsidiary of the Company that at the time of
determination shall have been designated an Unrestricted Subsidiary by the Company (a
&#147;<U>Designation</U>&#148;) and (ii)&nbsp;any Subsidiary of an Unrestricted Subsidiary.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Board of Directors of the Company may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary only if such
Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company
which is not simultaneously being designated an Unrestricted Subsidiary<I>; provided that</I>:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(a)&nbsp;no Default has occurred and is continuing or would occur as a consequence thereof;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(b)&nbsp;the Company could incur $1.00 of additional Debt (other than Permitted Debt) under
paragraph&nbsp;(a)&nbsp;of Section&nbsp;10.8;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(c)&nbsp;either (x)&nbsp;the Subsidiary to be so designated has total assets of $1,000 or less or
(y)&nbsp;if such Subsidiary has assets greater than $1,000, such Designation would be permitted
under Section&nbsp;10.9, treating the Fair Market Value of the Company&#146;s Investments in such
Subsidiary on such date as an Investment at the time of such Designation (&#147;<U>Designation
Amounts</U>&#148;); and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(d)&nbsp;such Subsidiary is not a party to any agreement, contract, arrangement or
understanding at such time with the Company or any Restricted Subsidiary unless the terms of
any such agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company or, in the event such condition is not
satisfied, the value of such agreement, contract, arrangement or understanding to such
Subsidiary shall be deemed a Restricted Payment.


<P align="left" style="font-size: 10pt; text-indent: 4%">Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be evidenced to
the Trustee by filing with the Trustee a Board Resolution giving effect to such designation and an
Officer&#146;s Certificate certifying that such designation complies with the preceding conditions.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary;
<I>provided that</I>:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(a)&nbsp;no Default has occurred and is continuing at the time of and after giving effect to
such redesignation; and


<P align="left" style="font-size: 10pt; text-indent: 4%">all Debt of such Unrestricted Subsidiary and all Liens on any asset of such Unrestricted
Subsidiary outstanding immediately following such redesignation would, if incurred at such time, be
permitted to be incurred under this Indenture and shall be deemed an incurrence at such time.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The following Sections&nbsp;shall be added to Article&nbsp;1 of the Base Indenture in their
corresponding numerical sequence as follows:</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1.18 <U>No Personal Liability of Directors, Officers, Employees, Stockholders, Members and
Partners</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">No director, officer, employee, stockholder, incorporator or agent of the Company or any
Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors
under the Notes, this Indenture, the Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives
and releases all such liability.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1.19 <U>Independence of Covenants</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">All covenants and agreements in this Indenture shall be given independent effect so that if a
particular action or condition is not permitted by any such covenants, the fact that it would be
permitted by an exception to, or be otherwise within the limitations of, another covenant shall not
avoid the occurrence of a Default or an Event of Default if such action is taken or condition
exists.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1.20 <U>Schedules and Exhibits</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">All schedules and exhibits attached hereto are by this reference made a part hereof with the
same effect as if herein set forth in full.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1.21 <U>Counterparts</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Indenture may be executed in any number of counterparts, each of which shall be deemed an
original; but all such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Indenture and of signature pages by facsimile or .pdf transmission shall
constitute effective execution and delivery of this Indenture for all purposes and may be used in
lieu of the original Indenture. Signatures of parties hereto transmitted by facsimile or .pdf
shall be deemed to be their original signatures for all purposes.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1.22 <U>Consent to Jurisdiction</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Any legal suit, action or proceeding arising out of or based upon this Indenture or the
transactions contemplated hereby may be instituted in the federal courts of the United States of
America located in The City of New York or the courts of the State of New York in each case located
in The City of New York (collectively, the &#147;<U>Specified Courts</U>&#148;), and each party irrevocably
submits to the exclusive jurisdiction (except for proceedings instituted in regard to the
enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of
such courts in any such suit, action or proceeding. Service of any process, summons, notice or
document by mail to such party&#146;s (other than the Trustee) address specified pursuant to
<U>Sections&nbsp;1.5</U> or <U>1.6</U>, as applicable, shall be effective service of process for any
suit, action or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action or other proceeding
in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim
in any such court has been brought in an inconvenient forum.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;1.23 <U>U.S.A. Patriot Act</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The parties hereto acknowledge that in accordance with Section&nbsp;326 of the U.S.A. Patriot Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism
and money laundering, is required to obtain, verify, and record information that identifies each
person or legal entity that establishes a relationship or opens an account with the Trustee. The
parties to this Indenture agree that they will provide the Trustee with such information as it may
request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;2 of the Base Indenture: Security Form</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Set forth below are the changes to Article&nbsp;2 of the Base Indenture: Security Forms:


<P align="left" style="font-size: 10pt">(A)&nbsp;The following Section shall be added to Article&nbsp;2 of the Base Indenture as Section&nbsp;2.4:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;2.4 <U>Form&nbsp;of Notes. </U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Notes and the Trustee&#146;s certificate of authentication thereof shall be substantially in
the form of <U>Appendix&nbsp;A</U> hereto, which is hereby incorporated in, and expressly made a part
of, this Indenture. The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any
notation, legend or endorsement on them. Each Note shall be dated the date of its authentication
and shall show the date of its issuance. The terms of the Notes set forth in <U>Appendix&nbsp;A</U>
and the exhibits thereto are part of the terms of this Indenture.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;3 of the Base Indenture: The Securities</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Set forth below are the changes to Article&nbsp;3 of the Base Indenture: The Securities:


<P align="left" style="font-size: 10pt">(A)&nbsp;The following paragraph&nbsp;shall be inserted at the end of Section&nbsp;3.3 of the Base Indenture:


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate
principal amount of $300,000,000 and, at any time and from time to time thereafter, the Trustee
shall authenticate Notes for original issue in an aggregate principal amount specified in a Company
Order. The Company Order shall specify the amount of Notes to be authenticated and the date on
which the Notes are to be authenticated and, in the case of an issuance of Additional Notes
pursuant to Section&nbsp;3.12 after the Issue Date, shall certify that such issuance is in compliance
with Section&nbsp;10.8. At any time and from time to time after the execution of this Indenture, the
Trustee shall, upon receipt of a Company Order, authenticate Notes for original issue in aggregate
principal amount specified in such Company Order.


<P align="left" style="font-size: 10pt">(B)&nbsp;The following shall be added to the Base Indenture as Section&nbsp;3.12:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;3.12 <U>Issuance of Additional Notes</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">After the Issue Date, the Company shall be entitled, subject to its compliance with
Section&nbsp;10.8, to issue Additional Notes under this Indenture in an unlimited aggregate principal
amount, which Notes shall have identical terms as the Notes issued on the Issue Date, other than
with respect to the date of issuance and issue price. The Initial Notes issued on the Issue Date
and any Notes shall be treated as a single class for all purposes under this Indenture, including
waivers, amendments, redemptions and offers to purchase.


<P align="left" style="font-size: 10pt; text-indent: 4%">With respect to any Notes, the Company shall set forth in a Board Resolution of the Board of
Directors and a Company Order, a copy of each which shall be delivered to the Trustee, the
following information:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the aggregate principal amount of such Notes to be authenticated and delivered
pursuant to this Indenture; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the issue price, the issue date and the CUSIP number of such Additional Notes.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee shall have the right to decline to authenticate and deliver any Additional Notes
under this Section&nbsp;3.12 if the Trustee determines that such action may not lawfully be taken by the
Company or if the Trustee in good faith by its Board of Directors or Responsible Officers shall
determine that such action would expose the Trustee to personal liability to existing Holders.


<P align="left" style="font-size: 10pt">(C)&nbsp;The following shall be added to the Base Indenture as Section&nbsp;3.13:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;3.13 <U>Book Entry Provisions for Global Securities</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Each Global Security initially shall (i)&nbsp;be registered in the name of the Depositary for
such Global Security or the nominee of such Depositary, (ii)&nbsp;be deposited with, or on behalf of,
the Depositary or with the Trustee as custodian for such Depositary and (iii)&nbsp;bear legends as set
forth in <U>Appendix&nbsp;A</U>.


<P align="left" style="font-size: 10pt; text-indent: 4%">Members of, or participants in, the Depositary (&#147;<U>Agent Members</U>&#148;) shall have no rights
under this Indenture with respect to any Global Security held on their behalf by the Depositary, or
the Trustee as its custodian, or under such Global Security, and the Depositary may be treated by
the Company, the Guarantors, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Guarantors, the Trustee or any agent of the Company
or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a holder of any Security.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Notwithstanding any other provision in this Indenture, no Global Security may be exchanged
in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (i)&nbsp;such Depositary (A)&nbsp;has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (B)&nbsp;has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case the Company fails to
appoint a successor Depositary within 90&nbsp;days, (ii)&nbsp;the Company, at its option, executes and
delivers to the Trustee a Company Order stating that it elects to cause the issuance of the
Securities in certificated form and that all Global Securities shall be exchanged in whole for
Securities that are not Global Securities (in which case such exchange shall be effected by the
Trustee) or (iii)&nbsp;there shall have occurred and be continuing an Event of Default or any event
which after notice or lapse of time or both would be an Event of Default with respect to such
Global Security and the Security Registrar has received a request from the Depositary.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;If any Global Security is to be exchanged for other Securities or canceled in whole, it
shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security
Registrar, for exchange or cancellation as provided in this Article&nbsp;Three. If any Global Security
is to be exchanged for other Securities or canceled in part, or if another Security is to be
exchanged in whole or in part for a beneficial interest in any Global Security, then either
(i)&nbsp;such Global Security shall be so surrendered for exchange or cancellation as provided in this
Article&nbsp;Three or (ii)&nbsp;the principal amount thereof shall be reduced or increased by an amount equal
to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case may be, by means
of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon
the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this
Section&nbsp;3.13(c)&nbsp;and as otherwise provided in this Article&nbsp;Three, authenticate and deliver any
Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the
order of, and registered in such names as may be directed by, the Depositary or its authorized
representative. Upon the request of the Trustee in connection with the occurrence of any of the
events specified in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global Securities. The
Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its
authorized representative which is given or made pursuant to this Article&nbsp;Three if such order,
direction or request is given or made in accordance with the Applicable Procedures.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this
Article&nbsp;Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;The Depositary or its nominee, as registered owner of a Global Security, shall be the
Holder of such Global Security for all purposes under this Indenture and the Securities, and owners
of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable
Procedures. Accordingly, any such owner&#146;s beneficial interest in a Global Security shall be shown
only on, and the transfer of such interest shall be effected only through, records maintained by
the Depositary or its nominee or its Agent Members.


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;In connection with any transfer of a portion of the beneficial interest in a Global
Security to beneficial owners who are required to or request to hold certificated securities, the
Security Registrar shall reflect on its books and records the date and a decrease in the principal
amount of the beneficial interest in the Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more certificated Securities of
like tenor and amount, in all cases in accordance with the Applicable Procedures.


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;In connection with any transfer of a certificated Security to a beneficial owner who
wishes to hold the Security as a beneficial interest in a Global Security, the Security Registrar
shall cancel the certificated Security and cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Security Registrar, the aggregate principal
amount of Securities represented by the Global Security to be increased by the aggregate principal
amount of the certificated Security to be exchanged and shall credit to the account of the Person
specified in the instructions a beneficial interest in the Global Security equal to the principal
amount of the certificated Security so canceled, all in accordance with the Applicable Procedures.


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any transfers between or
among Agent Members or beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;Neither the Trustee nor any agent of the Trustee shall have any responsibility for any
actions taken or not taken by the Depositary.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;4 of the Base Indenture: Satisfaction and Discharge</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">(A)&nbsp;Section&nbsp;4.1 of the Base Indenture shall be deleted in its entirety and replaced with the
following:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;4.1 <U>Satisfaction and Discharge of Indenture.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the direction of the Company by a Company Order, this Indenture shall cease to be of
further effect (except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, rights, obligations, duties and immunities of the Trustee
set forth in the last paragraph of this Section and any right to receive Additional Amounts, as
provided in Section&nbsp;10.4), and the Trustee, pursuant to a Company Order and at the expense of the
Company, shall execute proper instructions acknowledging satisfaction and discharge of this
Indenture, when


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;either:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;all Securities theretofore authenticated and delivered (other than (A)&nbsp;Securities
which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section&nbsp;3.6, and (B)&nbsp;Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section&nbsp;10.3) have been delivered to the Trustee
for cancellation; or



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;all such Securities not theretofore delivered to the Trustee for cancellation



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(1)&nbsp;have become due and payable, or



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(2)&nbsp;will become due and payable at their Stated Maturity within one year, or



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(3)&nbsp;if redeemable at the option of the Company, are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company,


<P align="left" style="font-size: 10pt">and the Company or any Guarantor, in the case of (1), (2)&nbsp;or (3)&nbsp;above, has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge, or U.S. Government Obligations, maturing as to principal and
paying interest in such amounts and at such times as will insure the availability of cash
sufficient to pay and discharge, the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, and
any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may
be;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;the Company or any Guarantor has paid or caused to be paid all other sums payable
hereunder by the Company and any Guarantor; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;the Company has delivered to the Trustee an Officers&#146; Certificate and an Opinion of
Counsel, each stating that (i)&nbsp;all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with and (ii)&nbsp;such satisfaction and
discharge will not result in a breach or violation of, or constitute a default under, this
Indenture (other than that resulting from the borrowing of funds to be applied to make such deposit
and any similar and simultaneous depositing relating to other Debt and, in each case, the granting
of Liens in connection therewith) or any other material agreement or instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound (except for
such agreements or instruments which will be terminated or otherwise discharged substantially
contemporaneously with, other than with respect to notice provisions, such deposit).


<P align="left" style="font-size: 10pt; text-indent: 4%">In the event there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of this Indenture only
if requested to do so by Company Order with respect to Securities of all series as to which it is
Trustee and if the other conditions thereto are met. In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section&nbsp;6.7 and, if money shall have been deposited with the Trustee
pursuant to subclause (ii)&nbsp;of clause (a)&nbsp;of this Section, the obligations of the Trustee under
Section&nbsp;4.2 and the last paragraph of Section&nbsp;10.3 shall survive such satisfaction and discharge.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;5 of the Base Indenture: Remedies</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Set forth below are the changes to Article&nbsp;5 of the Base Indenture: Remedies:


<P align="left" style="font-size: 10pt">(A)&nbsp;Sections&nbsp;5.1, 5.2 and 5.3 of the Base Indenture shall be deleted in their entirety and replaced
with the following:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;5.1 <U>Events of Default</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<U>Event of Default</U>,&#148; wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;there shall be a default in the payment of any interest on any Security when it becomes
due and payable, and such default shall continue for a period of 30&nbsp;days, whether or not prohibited
by the subordination provisions of this Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;there shall be a default in the payment of the principal of (or premium, if any, on) any
Security at its Maturity (upon acceleration, optional or mandatory redemption, required repurchase
or otherwise) whether or not prohibited by the subordination provisions of this Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;(i)&nbsp;there shall be a default in the performance, or breach, of any covenant or agreement
of the Company or any Guarantor under this Indenture or any Guarantee (other than a default in the
performance, or breach, of a covenant or agreement which is specifically dealt with in clause&nbsp;(a),
(b)&nbsp;or in clause&nbsp;(ii)&nbsp;of this clause&nbsp;(c)) and such default or breach shall continue for a period of
60&nbsp;days after written notice has been given, by certified mail, (x)&nbsp;to the Company by the Trustee
or (y)&nbsp;to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount
of the outstanding Securities; or (ii)&nbsp;there shall be a default in the performance or breach of the
provisions of Article&nbsp;Eight;


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;one or more defaults, individually or in the aggregate, shall have occurred under any of
the agreements, indentures or instruments under which the Company or any Significant Restricted
Subsidiary then has outstanding Debt in excess of $75,000,000 in principal amount, individually or
in the aggregate, and either (i)&nbsp;such default results from the failure to pay such Debt at its
stated final maturity or (ii)&nbsp;such default or defaults have resulted in the acceleration of the
final stated maturity of such Debt;


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;any Guarantee by any Significant Restricted Subsidiary shall be held in any judicial
proceeding to be unenforceable or invalid, or such Significant Restricted Subsidiary, or any Person
acting on its behalf, shall deny or disaffirm in writing its obligations under its Guarantee,
except to the extent contemplated by this Indenture and any such Guarantee;


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;one or more final judgments, orders or decrees (not subject to appeal) of any court or
regulatory or administrative agency for the payment of money in excess of $75,000,000, either
individually or in the aggregate (exclusive of any portion of any such payment covered by
insurance), shall be rendered against the Company or any Significant Restricted Subsidiary or any
of their respective properties and shall not be discharged or fully bonded and there shall have
been a period of 60&nbsp;consecutive&nbsp;days during which a stay of enforcement of such judgment or order,
by reason of an appeal or otherwise, shall not be in effect;


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;there shall have been the entry by a court of competent jurisdiction of (i)&nbsp;a decree or
order for relief in respect of the Company or any Significant Restricted Subsidiary in an
involuntary case or proceeding under any applicable Bankruptcy Law or (ii)&nbsp;a decree or order
adjudging the Company or any Significant Restricted Subsidiary bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company or any
Significant Restricted Subsidiary under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or any Significant Restricted Subsidiary or of any substantial part of their respective
properties, or ordering the winding up or liquidation of their respective affairs, and any such
decree or order for relief shall continue to be in effect, or any such other decree or order shall
be unstayed and in effect, for a period of 60 consecutive&nbsp;days; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;(i)&nbsp;the Company or any Significant Restricted Subsidiary commences a voluntary case or
proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated
bankrupt or insolvent, (ii)&nbsp;the Company or any Significant Restricted Subsidiary consents to the
entry of a decree or order for relief in respect of the Company or such Significant Restricted
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, (iii)&nbsp;the Company or
any Significant Restricted Subsidiary files a petition or answer or consent seeking reorganization
or relief under any applicable federal or state law, (iv)&nbsp;the Company or any Significant Restricted
Subsidiary (1)&nbsp;consents to the filing of such petition or the appointment of, or taking possession
by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or such Significant Restricted Subsidiary or of any substantial part of their respective
properties, (2)&nbsp;makes an assignment for the benefit of creditors (3)&nbsp;admits in writing its
inability to pay its debts generally as they become due or (v)&nbsp;the Company or any Significant
Restricted Subsidiary takes any corporate action in furtherance of any such actions in this
paragraph&nbsp;(h).


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;5.2 <U>Acceleration of Maturity; Rescission and Annulment</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">If an Event of Default (other than an Event of Default specified in Sections&nbsp;5.1(g)&nbsp;and (h)
with respect to the Company) shall occur and be continuing with respect to this Indenture, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then
Outstanding may, and the Trustee at the request of such Holders shall, declare all unpaid principal
of, premium, if any, and accrued interest on all Securities to be due and payable, by a notice in
writing to the Company (and to the Trustee if given by the Holders of the Securities). Upon any
such declaration, such principal, premium, if any, and interest (i)&nbsp;shall become due and payable
immediately or (ii)&nbsp;if the Credit Agreement is in effect, shall become due and payable upon the
first to occur of an acceleration under the Credit Agreement or five Business Days after receipt of
written notice of such declaration by the Company and the Senior Representative with respect to the
Credit Agreement. If an Event of Default specified in clause&nbsp;(g)&nbsp;or (h)&nbsp;of Section&nbsp;5.1 with
respect to the Company occurs and is continuing, then all the Securities shall <I>ipso facto </I>become
and be due and payable immediately in an amount equal to the principal amount of the Securities,
together with accrued and unpaid interest, if any, to the date the Securities become due and
payable, without any declaration or other act on the part of the Trustee or any Holder. Thereupon,
the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the
Securities by appropriate judicial proceedings.


<P align="left" style="font-size: 10pt; text-indent: 4%">After a declaration of acceleration with respect to the Securities, but before a judgment or
decree for payment of the money due has been obtained by the Trustee as hereinafter in this
Article&nbsp;provided, the Holders of a majority in aggregate principal amount of the Securities
Outstanding, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;the Company has paid or deposited with the Trustee a sum sufficient to pay:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;all sums paid or advanced by the Trustee under this Indenture and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;all overdue interest on all Outstanding Securities,



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;the principal of and premium, if any, on any Outstanding Securities which have
become due otherwise than by such declaration of acceleration and interest thereon at the
rate borne by the Securities, and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate borne by the Securities;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;the rescission would not conflict with any judgment or decree of a court of competent
jurisdiction; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;all Events of Default, other than the non-payment of principal of, premium, if any, and
interest on the Securities which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section&nbsp;5.13.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">No such rescission shall affect any subsequent Default or impair any right consequent thereon.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;5.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Collection of Indebtedness and Suits for Enforcement by Trustee.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company and each Guarantor covenant that if


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;default is made in the payment of any interest on any Security when such interest becomes
due and payable and such default continues for a period of 30&nbsp;days, or


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;default is made in the payment of the principal of or premium, if any, on any Security at
the Stated Maturity thereof or otherwise,


<P align="left" style="font-size: 10pt">the Company and such Guarantor shall, subject to Articles&nbsp;Thirteen and Fourteen, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and premium, if any, and interest, with interest upon
the overdue principal and premium, if any, and, to the extent that payment of such interest shall
be legally enforceable, upon overdue installments of interest, at the rate borne by the Securities;
and, in addition thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Company or any Guarantor, as the case may be, fails to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the Company or any
Guarantor or any other obligor upon the Securities and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, any Guarantor or any
other obligor upon the Securities, wherever situated.


<P align="left" style="font-size: 10pt; text-indent: 4%">If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders under this Indenture or any Guarantee
by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to
protect and enforce such rights, including seeking recourse against any Guarantor pursuant to the
terms of any Guarantee, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein or therein, or to enforce any other
proper remedy, including, without limitation, seeking recourse against any Guarantor pursuant to
the terms of a Guarantee, or to enforce any other proper remedy, subject however to Section&nbsp;5.12.
No recovery of any such judgment upon any property of the Company or any Guarantor shall affect or
impair any rights, powers or remedies of the Trustee or the Holders.


<P align="left" style="font-size: 10pt">(B)&nbsp;The following Sections&nbsp;shall be added to Article&nbsp;5 of the Base Indenture in their corresponding
numerical sequence:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;5.15 <U>Waiver of Stay, Extension or Usury Laws</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now
or at any time hereafter in force, which would prohibit or forgive the Company or any Guarantor
from paying all or any portion of the principal of, premium, if any, or interest on the Securities
contemplated herein or in the Securities or which may affect the covenants or the performance of
this Indenture; and each of the Company and the Guarantors (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall
not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had been enacted.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;5.16 <U>Remedies Subject to Applicable Law</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">All rights, remedies and powers provided by this Article&nbsp;Five may be exercised only to the
extent that the exercise thereof does not violate any applicable provision of law in the premises,
and all the provisions of this Indenture are intended to be subject to all applicable mandatory
provisions of law which may be controlling in the premises and to be limited to the extent
necessary so that they shall not render this Indenture invalid, unenforceable or not entitled to be
recorded, registered or filed under the provisions of any applicable law.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="94%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>6</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B><I>Changes to Article&nbsp;6 of the Base Indenture:</I></B></TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B><I>The Trustee</I></B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top"><B>7<BR>
8</B>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#091;Reserved.&#093;<BR>
<B><I>Changes to Article&nbsp;7 of the Base Indenture: Holders&#146; Lists and Reports by Trustee and Company</I></B><BR>
&#091;Reserved.&#093;<BR>
<B><I>Changes to Article&nbsp;8 of the Base Indenture: Consolidation, Merger, Sale, Lease or Conveyance</I></B></DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">Set forth below are the changes to Article&nbsp;8 of the Base Indenture: Consolidation, Merger,
Sale, Lease or Conveyance:


<P align="left" style="font-size: 10pt">(A)&nbsp;Section&nbsp;8.1 and Section&nbsp;8.2 of the Base Indenture shall be deleted in their entirety and
replaced with the following:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;8.1 <U>Company and Guarantors May&nbsp;Consolidate, etc., Subject to Certain Conditions</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Company shall not, in a single transaction or through a series of related transactions
directly or indirectly, (1)&nbsp;consolidate with or merge with or into any other Person, or (2)&nbsp;sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all of the properties
and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other
Person or group of Persons, unless at the time and after giving effect thereto:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;either (a)&nbsp;the Company will be the continuing corporation (in the case of a
consolidation or merger involving the Company) or (b)&nbsp;the Person (if other than the Company)
formed by such consolidation or into which the Company is merged or the Person which
acquires by sale, assignment, conveyance, transfer, lease or disposition all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries on a Consolidated basis (the &#147;<U>Surviving Entity</U>&#148;) will be a corporation,
limited liability company, partnership, limited liability partnership or similar entity duly
organized and validly existing under the laws of the United States of America, any state of
the United States of America or the District of Columbia and such Person expressly assumes,
by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the
obligations of the Company under the Securities and this Indenture and the Securities and
this Indenture shall remain in full force and effect as so supplemented;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;immediately after giving effect to such transaction on a pro forma basis (and
treating any Debt not previously an obligation of the Company or any of its Restricted
Subsidiaries which becomes the obligation of the Company or any of its Restricted
Subsidiaries as a result of such transaction as having been incurred at the time of such
transaction), no Default or Event of Default shall have occurred and be continuing;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;immediately after giving effect to such transaction on a pro forma basis (on the
assumption that the transaction occurred on the first&nbsp;day of the four-quarter period for
which financial statements are available ending immediately prior to the consummation of
such transaction with the appropriate adjustments with respect to the transaction being
included in such pro forma calculation), either (A)&nbsp;the Company (or the Surviving Entity if
the Company is not the continuing obligor hereunder) could incur $1.00 of additional Debt
(other than Permitted Debt) under Section&nbsp;10.8 or (B)&nbsp;the Consolidated Fixed Charge Coverage
Ratio for the Company (or the Surviving Entity if the Company is not the continuing obligor
hereunder) would be equal to or greater than such ratio for the Company immediately prior to
such transaction;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;at the time of the transaction, each Guarantor, if any, unless it is the other
party to the transactions described above, shall have by supplemental indenture confirmed
that its Guarantee shall apply to such Person&#146;s obligations under this Indenture and under
the Securities;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(v)&nbsp;at the time of the transaction if any of the property or assets of the Company or
any of its Restricted Subsidiaries would thereupon become subject to any Lien, the
provisions of Section&nbsp;10.11 are complied with;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vi)&nbsp;if the Surviving Entity is not organized as a corporation after such transaction,
a Restricted Subsidiary that is a corporation shall be a co-obligor of the Securities
pursuant to a supplemental indenture to this Indenture in a form reasonably satisfactory to
the Trustee; and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vii)&nbsp;at the time of the transaction the Company or the Surviving Entity shall have
delivered, or caused to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officer&#146;s Certificate and an Opinion of Counsel, each to the
effect that such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other transaction and the supplemental indenture in respect of such transaction comply with
this Indenture and that all conditions precedent herein provided for relating to such
transaction have been complied with.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Each Guarantor shall not, and the Company shall not permit a Guarantor to, in a single
transaction or through a series of related transactions directly or indirectly, (1)&nbsp;consolidate
with or merge with or into any other Person (other than the Company or any Guarantor), or (2)&nbsp;sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all of the properties
and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis to any Person
or group of Persons (other than the Company or any Guarantor), unless at the time and after giving
effect thereto:



<P align="left" style="margin-left:8%; font-size: 10pt">(i)&nbsp;either:



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(x)&nbsp;either (a)&nbsp;the Guarantor will be the continuing corporation (in the case of
a consolidation or merger involving the Guarantor) or (b)&nbsp;the Person (if other than
the Guarantor) formed by such consolidation or into which such Guarantor is merged
or the Person which acquires by sale, assignment, conveyance, transfer, lease or
disposition all or substantially all of the properties and assets of the Guarantor
and its Restricted Subsidiaries on a Consolidated basis (the &#147;<U>Surviving
Guarantor Entity</U>&#148;) is duly organized and validly existing under the laws of the
United States of America, any state of the United States of America or the District
of Columbia and such Person expressly assumes, by a supplemental indenture, in a
form satisfactory to the Trustee, all the obligations of such Guarantor under its
Guarantee of the Securities and, this Indenture and such Guarantee, and this
Indenture shall remain in full force and effect; or



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(y)&nbsp;such consolidation or merger or such sale, assignment, conveyance,
transfer, lease or other disposition complies with Section&nbsp;10.12 hereof;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;immediately after giving effect to such transaction, on a <I>pro forma </I>basis, no
Default or Event of Default shall have occurred and be continuing; and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;at the time of the transaction the Company, such Guarantor or the Surviving
Guarantor Entity shall have delivered, or caused to be delivered, to the Trustee, in form
and substance reasonably satisfactory to the Trustee, an Officer&#146;s Certificate and an
Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale,
assignment, conveyance, lease or other transaction and the supplemental indenture in respect
thereof (if applicable) comply with this Indenture and that all conditions precedent therein
provided for relating to such transaction have been complied with.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Notwithstanding the foregoing, the provisions of Section&nbsp;8.1(b)&nbsp;shall not apply to any
Guarantor whose Guarantee of the Securities is unconditionally released and discharged in
accordance with paragraph&nbsp;(d)&nbsp;under Section&nbsp;10.13.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;Clauses&nbsp;(ii)&nbsp;and (iii)&nbsp;of Section&nbsp;8.1(a)&nbsp;and clause&nbsp;(ii)&nbsp;of Section&nbsp;8.1(b)&nbsp;shall not apply
to (x)&nbsp;any consolidation or merger or sale, assignment, conveyance, transfer, lease or other
disposition of assets between or among the Company and any of its Restricted Subsidiaries, or (y)
any consolidation or merger of the Company or any of the Guarantors with or into an Affiliate
incorporated in the United States, solely for the purpose of changing the entity&#146;s jurisdiction of
incorporation or tax status.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;8.2 <U>Successor Substituted</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the Company or any
Guarantor, if any, in accordance with Section&nbsp;8.1, the successor Person formed by such
consolidation or into which the Company or such Guarantor, as the case may be, is merged or the
successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company or
such Guarantor, as the case may be, under this Indenture, the Securities and/or the related
Guarantee, as the case may be, with the same effect as if such successor had been named as the
Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee,
as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from
all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case
may be<I>; provided that </I>in the case of a transfer by lease the predecessor shall not be released from
the payment of principal and interest on the Securities or its Guarantee, as the case may be.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>9</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;9 of the Base Indenture: Supplemental Indentures</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">Set forth below are the changes to Article&nbsp;9 of the Base Indenture: Supplemental Indentures:


<P align="left" style="font-size: 10pt">(A)&nbsp;Sections&nbsp;9.1 and 9.2 of the Base Indenture shall be deleted in their entirety and replaced with
the following:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;9.1 <U>Supplemental Indentures and Agreements without Consent of Holders</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding Section&nbsp;9.2 of this Indenture, without the consent of any Holders, the
Company, the Guarantors, if any, and any other obligor under the Securities when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto or agreements or other instruments with respect to this Indenture,
the Securities or any Guarantee, in form and substance satisfactory to the Trustee, for any of the
following purposes:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;to evidence the succession of another Person to the Company or a Guarantor or any other
obligor upon the Securities, and the assumption by any such successor of the covenants of the
Company or such Guarantor or obligor herein and in the Securities and in any Guarantee in
accordance with Article&nbsp;Eight;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;to add to the covenants of the Company, any Guarantor or any other obligor upon the
Securities for the benefit of the Holders, or to surrender any right or power conferred upon the
Company or any Guarantor or any other obligor upon the Securities, as applicable, herein, in the
Securities or in any Guarantee;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;to cure any ambiguity, or to correct or supplement any provision herein or in any
supplemental indenture, the Securities or any Guarantee which may be defective or inconsistent with
any other provision herein or in the Securities or any Guarantee;


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;to make any change that would provide any additional rights or benefits to the Holders of
the Securities;


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;to make any other provisions with respect to matters or questions


<P align="left" style="font-size: 10pt; text-indent: 4%">arising under this Indenture, the Securities or any Guarantee<I>; provided that</I>, in each case,
such provisions shall not adversely affect the interest of the Holders in any material respect;


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;to comply with the requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;to add a Guarantor or Guarantors of the Securities pursuant to the requirements of
Section&nbsp;10.13 hereof or otherwise or to release any Guarantor in accordance with the terms of this
Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;to evidence and provide the acceptance of the appointment of a successor Trustee
hereunder;


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for
the benefit of the Holders as additional security for the payment and performance of the Company&#146;s
or any Guarantor&#146;s Indenture Obligations, in any property, or assets, including any of which are
required to be mortgaged, pledged or hypothecated, or in which a security interest is required to
be granted to the Trustee pursuant to this Indenture or otherwise;


<P align="left" style="font-size: 10pt; text-indent: 4%">(j)&nbsp;provide for the issuance of Additional Securities under this Indenture in accordance with
the limitations set forth herein;


<P align="left" style="font-size: 10pt; text-indent: 4%">(k)&nbsp;comply with the rules of any applicable securities depositary; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(l)&nbsp;conform the text of this Indenture or the Securities to any provision of the &#147;Description
of Notes&#148; section&nbsp;of the prospectus supplement relating to the Notes.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;9.2 <U>Supplemental Indentures and Agreements with Consent of Holders</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Except as permitted by Section&nbsp;9.1, with the consent of the Holders of at least a majority in
aggregate principal amount of the Outstanding Securities (including consents obtained in connection
with a tender offer or exchange offer for Securities), by Act of said Holders delivered to the
Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party
thereto) when authorized by Board Resolutions, and the Trustee may (i)&nbsp;enter into an indenture or
indentures supplemental hereto or agreements or other instruments with respect to this Indenture,
the Securities or any Guarantee in form and substance satisfactory to the Trustee, for the purpose
of adding any provisions to or amending, modifying or changing in any manner or eliminating any of
the provisions of this Indenture, the Securities or any Guarantee (including but not limited to,
for the purpose of modifying in any manner the rights of the Holders under this Indenture, the
Securities or any Guarantee) or (ii)&nbsp;waive compliance with any provision in this Indenture, the
Securities or any Guarantee (other than waivers of past Defaults covered by Section&nbsp;5.13 and
waivers of covenants which are covered by Section&nbsp;10.19); <I>provided</I>, <I>however</I>, that no such
supplemental indenture, agreement or instrument shall, without the consent of the Holder of each
Outstanding Security affected thereby:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;change the Stated Maturity of the principal of, or any installment of interest on, or
change to an earlier date any Redemption Date of, or waive a default in the payment of the
principal of, premium, if any, or interest on, any such Security or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or
change the coin or currency in which the principal of any Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment
after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
<I>provided </I>that any amendment to the minimum notice requirement for a redemption of some or all of
the Notes may be made with the consent of the holders of a majority in aggregate principal amount
of then outstanding notes.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;reduce the percentage in principal amount of the Outstanding Securities, the consent of
whose Holders is required for any such supplemental indenture, or the consent of whose Holders is
required for any waiver or compliance with certain provisions of this Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;modify any of the provisions of this Section&nbsp;9.2 or Section&nbsp;5.13 or 10.19, except to
increase the percentage of such Outstanding Securities required for such actions or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each such Security affected thereby;


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;except as otherwise permitted under Article&nbsp;Eight, consent to the assignment or transfer
by the Company or any Guarantor of any of its rights and obligations hereunder;


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;amend or modify any of the provisions of this Indenture relating to the subordination of
the Securities or any Guarantee in any manner adverse to the Holders of the Securities or any
Guarantee; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;after the Company&#146;s obligation to purchase Securities arises under this Indenture, amend,
change or modify in any material respect the obligation of the Company to make and consummate an
Offer with respect to any Asset Sale or Asset Sales in accordance with Section&nbsp;10.12 or the
obligation of the Company to make and consummate a Change of Control Offer in the event of a Change
of Control in accordance with Section&nbsp;10.14, including, in each case, amending, changing or
modifying any definitions relating thereto but only to the extent such definitions relate thereto.


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of
Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and
upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee
shall join with the Company and each Guarantor in the execution of such supplemental indenture or
Guarantee.


<P align="left" style="font-size: 10pt; text-indent: 4%">It shall not be necessary for any Act of Holders under this Section&nbsp;9.2 to approve the
particular form of any proposed supplemental indenture or Guarantee or agreement or instrument
relating to any Guarantee, but it shall be sufficient if such Act shall approve the substance
thereof.


<P align="left" style="font-size: 10pt">(B)&nbsp;The following Sections&nbsp;shall be added to Article&nbsp;9 of the Base Indenture in their corresponding
numerical sequence as follows:


<P>
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    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;9.7 <U>Notice of Supplemental Indentures</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Promptly after the execution by the Company, any Guarantor and the Trustee of any supplemental
indenture pursuant to the provisions of Section&nbsp;9.2, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in Section&nbsp;1.6, setting
forth in general terms the substance of such supplemental indenture. Any failure of the Company to
mail or otherwise deliver such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.


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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;9.8 <U>Rights of Holders of Senior Debt</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">No amendment, modification or waiver of this Indenture or the Securities shall adversely
affect the rights of any holder of Senior Debt or Senior Guarantor Debt under the subordination
provisions included in Article&nbsp;Thirteen of this Indenture without the consent of such holder.


<P>
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    <TD width="1%" nowrap align="right"><B>10</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;10 of the Base Indenture: Covenants</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Set forth below are the changes to Article&nbsp;10 of the Base Indenture: Covenants:


<P align="left" style="font-size: 10pt">(A)&nbsp;The following Sections&nbsp;shall be added to Article&nbsp;10 of the Base Indenture in their
corresponding numerical sequence as follows:


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    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.6 <U>Corporate Existence</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Subject to Article&nbsp;Eight, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect the corporate existence and related rights and
franchises (charter and statutory) of the Company and each Significant Restricted Subsidiary;
<I>provided</I>, <I>however</I>, that the Company shall not be required to preserve any such right or franchise
or the corporate existence of any such Significant Restricted Subsidiary if the Board of Directors
of the Company shall determine that the preservation thereof is no longer necessary or desirable in
the conduct of the business of the Company and its Restricted Subsidiaries as a whole; and
<I>provided</I>, <I>further</I>, <I>however</I>, that the foregoing shall not prohibit a sale, transfer or conveyance of
a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture.


<P>
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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.7 <U>Payment of Taxes and Other Claims</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall pay or discharge or cause to be paid or discharged, on or before the date
the same shall become due and payable, (a)&nbsp;all material taxes, assessments and governmental charges
levied or imposed upon the Company or any of its Restricted Subsidiaries shown to be due on any
return of the Company or any of its Restricted Subsidiaries or otherwise assessed or upon the
income, profits or property of the Company or any of its Restricted Subsidiaries if failure to pay
or discharge the same could reasonably be expected to have a material adverse effect on the ability
of the Company or any Guarantor to perform its obligations hereunder and (b)&nbsp;all lawful claims for
labor, materials and supplies, which, if unpaid, would by law become a Lien upon the property of
the Company or any of its Restricted Subsidiaries, except for any Lien permitted to be incurred
under Section&nbsp;10.11, if failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to perform its obligations
hereunder; <I>provided</I>, <I>however</I>, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate proceedings properly instituted and
diligently conducted and in respect of which appropriate reserves (in the good faith judgment of
management of the Company) are being maintained in accordance with GAAP.


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding anything to the contrary contained in this Indenture, the Company and its
Restricted Subsidiaries may, to the extent required to do so by law, deduct or withhold income or
other similar taxes imposed by the United States of America from principal or interest payments
under this Indenture.


<P>
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    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.8 <U>Limitation on Debt</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries
to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or
indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively,
&#147;<U>incur</U>&#148;), any Debt (including any Acquired Debt), unless such Debt is incurred by the
Company or any Guarantor and, in each case, the Company&#146;s Consolidated Fixed Charge Coverage Ratio
for the most recent four full fiscal quarters for which financial statements are available
immediately preceding the incurrence of such Debt taken as one period is at least equal to or
greater than 2.00:1.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Notwithstanding the foregoing, the Company and, to the extent specifically set forth
below, the Restricted Subsidiaries may incur each and all of the following (collectively, the
&#147;<U>Permitted Debt</U>&#148;):



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;Debt of the Company or any Restricted Subsidiary under the Credit Agreement, any
Credit Facility or the U.K. Credit Agreement in an aggregate principal amount at any one
time outstanding not to exceed $1,600,000,000 in any case under these agreements or in
respect of letters of credit under these agreements;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;Debt of the Company or any Restricted Subsidiary under any Inventory Facility;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;Debt of the Company pursuant to the Securities issued on the Issue Date and Debt
of any Guarantor pursuant to a Guarantee of such Securities;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date and
not otherwise referred to in this definition of &#147;Permitted Debt;&#148;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(v)&nbsp;Debt of the Company owing to a Restricted Subsidiary<I>; provided that </I>any Debt of the
Company owing to a Restricted Subsidiary that is not a Guarantor is unsecured and is
subordinated in right of payment from and after such time as the Securities shall become due
and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and
performance of the Company&#146;s obligations under the Securities; <I>provided</I>, <I>further</I>, that any
disposition, pledge or transfer of any such Debt to a Person (other than a disposition,
pledge or transfer to a Restricted Subsidiary or a pledge to a lender under a Credit
Facility, <I>provided </I>that such lender has not commenced an enforcement action with respect
thereto) shall be deemed to be an incurrence of such Debt by the Company or other obligor
not permitted by this clause&nbsp;(v);



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vi)&nbsp;Debt of a Restricted Subsidiary owing to the Company or another Restricted
Subsidiary<I>; provided that </I>any disposition, pledge or transfer of any such Debt to a Person
(other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary or a
pledge to a lender under a Credit Facility, <I>provided </I>that such lender has not commenced an
enforcement action with respect thereto) shall be deemed to be an incurrence of such Debt by
the obligor not permitted by this clause&nbsp;(vi);



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vii)&nbsp;guarantees of any Restricted Subsidiary made in accordance with the provisions of
Section&nbsp;10.13;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(viii)&nbsp;obligations of the Company or any Restricted Subsidiary (a)&nbsp;pursuant to Interest
Rate Agreements related to Debt as long as such obligations do not exceed the aggregate
principal amount of such Debt then outstanding, (b)&nbsp;under any Currency Hedging Agreements;
<I>provided</I>, <I>however</I>, that such Currency Hedging Agreements do not increase the Debt or other
obligations of the Company or any Restricted Subsidiary outstanding other than as a result
of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and
compensation payable under such Currency Hedging Agreements or (c)&nbsp;under any Commodity Price
Protection Agreements which do not increase the amount of Debt or other obligations of the
Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in
commodity prices or by reason of fees, indemnities and compensation payable under such
Commodity Price Protection Agreements, and guarantees by Guarantors in respect thereof<I>;
provided that </I>in the case of each of clauses&nbsp;(a), (b)&nbsp;and (c)&nbsp;such agreements are not
entered into for speculative purposes;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ix)&nbsp;Debt of the Company or any Restricted Subsidiary represented by Capital Lease
Obligations or Purchase Money Obligations or other Debt incurred or assumed in connection
with the acquisition or development of real or personal, movable or immovable, property in
each case incurred for the purpose of financing or refinancing all or any part of the
purchase price or cost of construction or improvement of property used in the business of
the Company, in an aggregate principal amount pursuant to this clause&nbsp;(ix) not to exceed the
greater of (i)&nbsp;$200,000,000 and (ii)&nbsp;4% of the Company&#146;s Consolidated Total Assets
outstanding at any time<I>; provided that </I>the principal amount of any Debt permitted under this
clause&nbsp;(ix) did not in each case at the time of incurrence exceed the Fair Market Value, as
determined by the Company in good faith, of the acquired or constructed asset or improvement
so financed;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(x)&nbsp;obligations arising from agreements by the Company or a Restricted Subsidiary to
provide for indemnification, customary purchase price closing adjustments, earn-outs or
other similar obligations, in each case, incurred in connection with the acquisition or
disposition of any business or assets;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xi)&nbsp;Debt incurred by the Company or any Restricted Subsidiary constituting
reimbursement obligations with respect to letters of credit, including letters of credit in
respect of workers&#146; compensation claims, or other Debt with respect to reimbursement type
obligations regarding workers&#146; compensation claims<I>; provided that </I>upon the drawing of such
letters of credit, such obligations are reimbursed within 30&nbsp;days following such drawing or
incurrence or supported under the Credit Agreement, the U.K. Credit Agreement or any Credit
Facility;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xii)&nbsp;Debt of Foreign Subsidiaries in the aggregate amount outstanding pursuant to this
clause&nbsp;(xii) at any time not to exceed (x) $600,000,000 plus (y)&nbsp;10% of the Consolidated
Tangible Assets of the Company, <I>provided that </I>Foreign Subsidiaries may not incur Debt
pursuant to this clause&nbsp;(y) unless the Company can incur $1.00 of additional Debt (other
than Permitted Debt) under paragraph&nbsp;(a)&nbsp;above after giving effect to such incurrence;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xiii)&nbsp;guarantees by the Company or a Restricted Subsidiary of Debt of the Company or a
Restricted Subsidiary that was permitted to be incurred under this Section&nbsp;10.08;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xiv)&nbsp;any renewals, extensions, substitutions, refundings, refinancings or replacements
(collectively, a &#147;<U>refinancing</U>&#148;) of any Debt incurred pursuant to paragraph&nbsp;(a)&nbsp;above
or clauses&nbsp;(iii), (iv)&nbsp;and this clause&nbsp;(xiv) of this Section&nbsp;10.08(b), including any
successive refinancings so long as: (A)&nbsp;the borrower under such refinancing is the Company
or, if not the Company, the same as the borrower of the Debt being refinanced; (B)&nbsp;the
aggregate principal amount of Debt represented thereby (or if such Debt provides for an
amount less than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity of such Debt, the original issue price of such Debt plus any
accreted value attributable thereto since the original issuance of such Debt) does not
exceed the initial principal amount of such Debt plus the lesser of (I)&nbsp;the stated amount of
any premium or other payment required to be paid in connection with such a refinancing
pursuant to the terms of the Debt being refinanced or (II)&nbsp;the amount of premium or other
payment actually paid at such time to refinance the Debt, plus, in either case, the amount
of the expenses of the Company incurred in connection with such refinancing; (C)&nbsp;in the case
of any refinancing of Debt that is Subordinated Debt, such new Debt is made subordinated to
the Securities at least to the same extent as the Debt being refinanced; and (D)&nbsp;in the case
of Pari Passu Debt or Subordinated Debt, as the case may be, such new Debt (x)&nbsp;has an
Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity
of (i)&nbsp;the Securities or (ii)&nbsp;the Debt to be refinanced, and (y)&nbsp;has a Stated Maturity for
its final scheduled principal payment later than the Stated Maturity for the final scheduled
principal payment of (i)&nbsp;the Securities or (ii)&nbsp;the Debt to be refinanced;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xv)&nbsp;Debt of the Company or any of its Restricted Subsidiaries arising from the
honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of&nbsp;daylight overdrafts) drawn against insufficient funds
in the ordinary course of business; <I>provided</I>, <I>however</I>, that such Debt is extinguished within
five&nbsp;Business Days of incurrence;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xvi)&nbsp;obligations in respect of performance, bid, appeal and surety bonds and
completion guarantees and similar obligations provided by the Company or any Restricted
Subsidiary in the ordinary course of business;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xvii) (x)&nbsp;Debt incurred or issued by the Company or any of its Restricted Subsidiaries
to finance an acquisition and/or (y)&nbsp;Acquired Debt of the Company or any of its Restricted
Subsidiaries<I>; provided that </I>after giving effect to such acquisition and the incurrence of
such Debt, either (A)&nbsp;the Company can incur $1.00 of additional Debt (other than Permitted
Debt) under paragraph&nbsp;(a)&nbsp;of this Section&nbsp;10.8, or (B)&nbsp;in the case of clause&nbsp;(y) only, the
Company&#146;s Consolidated Fixed Charge Coverage Ratio would be equal to or greater than that in
effect immediately prior to such acquisition;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xviii)&nbsp;Debt of the Company to the extent the net proceeds thereof are promptly
deposited to satisfy and discharge or to defease the Securities as described in Article&nbsp;Four
or Article&nbsp;Fifteen hereof, respectively;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xix)&nbsp;shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a
Restricted Subsidiary of the Company<I>; provided that </I>any subsequent transfer of any such
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares of Preferred Stock (except to the Company or a Restricted Subsidiary or a pledge to a
lender under a Credit Facility, <I>provided that </I>such lender has not commenced an enforcement
action with respect thereto) shall be deemed to be an issuance of Preferred Stock that was
not permitted by this clause&nbsp;(xix); and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xx)&nbsp;Debt of the Company and its Restricted Subsidiaries, in addition to that described
in clauses&nbsp;(i)&nbsp;through (xix)&nbsp;above, and any renewals, extensions, substitutions,
refinancings or replacements of such Debt, so long as the aggregate principal amount of all
such Debt shall not exceed $200,000,000 outstanding at any one time in the aggregate.


<P align="left" style="font-size: 10pt; text-indent: 4%">For purposes of determining compliance with this Section&nbsp;10.8, in the event that an item of
Debt meets the criteria of more than one of the types of Debt described in clauses&nbsp;(i)&nbsp;through (xx)
above or is entitled to be incurred pursuant to paragraph&nbsp;(a)&nbsp;of this Section&nbsp;10.8, the Company in
its sole discretion may classify or reclassify such item of Debt and only be required to include
the amount of such Debt as one of such types. Accrual of interest, accretion or amortization of
original issue discount and the payment of interest on any Debt in the form of additional Debt with
the same terms, and the payment of dividends on any Redeemable Capital Stock or Preferred Stock in
the form of additional shares of the same class of Redeemable Capital Stock or Preferred Stock
shall not be deemed to be an incurrence of Debt for purposes of this Section&nbsp;10.8 <I>provided</I>, in each
such case, that the amount thereof as accrued over time is included in the Consolidated Fixed
Charge Coverage Ratio of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">Debt permitted by this Section&nbsp;10.8 need not be permitted solely by reference to one provision
permitting such Debt but may be permitted in part by one such provision and in part by one or more
other provisions of this Section&nbsp;10.8 permitting such Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">For purposes of determining compliance with any U.S. dollar-denominated restriction on the
incurrence of Debt denominated in a foreign currency, the U.S. dollar-equivalent principal amount
of such Debt incurred pursuant thereto shall be calculated based on the relevant currency exchange
rate in effect on the date that such Debt was incurred, in the case of term debt, or first
committed, in the case of revolving credit debt<I>; provided that </I>if such Debt is incurred to extend,
replace, refund, refinance, renew or defease other Debt denominated in a foreign currency, and such
extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable
U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or
defeasance, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Debt does not exceed the principal amount of such
Debt being extended, replaced, refunded, refinanced, renewed or defeased.


<P align="left" style="font-size: 10pt; text-indent: 4%">Except as provided in the prior paragraph, the principal amount of any Debt incurred to
extend, replace, refund, refinance, renew or defease other Debt, if incurred in a different
currency from the Debt being extended, replaced, refunded, refinanced, renewed or defeased, shall
be calculated based on the currency exchange rate applicable to the currencies in which such
respective Debt is denominated that is in effect on the date of such extension, replacement,
refunding, refinancing, renewal or defeasance.


<P>
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    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.9 <U>Limitation on Restricted Payments</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Company shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;pay any dividend on, or make any distribution to holders of, any shares of the
Company&#146;s Capital Stock (other than dividends or distributions payable solely in shares of
its Qualified Capital Stock or in options, warrants or other rights to acquire shares of
such Qualified Capital Stock);



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;purchase, redeem, defease or otherwise acquire or retire for value, directly or
indirectly, Capital Stock of the Company or any direct or indirect parent of the Company or
options, warrants or other rights to acquire such Capital Stock;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;make any principal payment on, or repurchase, redeem, defease, retire or
otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment
or maturity, any Subordinated Debt, except a repurchase, redemption, defeasance or
retirement within one&nbsp;year of final maturity thereof;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary
to any Person (other than (a)&nbsp;to the Company or any of its Wholly Owned Restricted
Subsidiaries or (b)&nbsp;dividends or distributions made by a Restricted Subsidiary (1)&nbsp;organized
as a partnership, limited liability company or similar pass-through entity to the holders of
its Capital Stock in amounts sufficient to satisfy the tax liabilities arising from their
ownership of such Capital Stock or (2)&nbsp;on a pro rata basis to all stockholders of such
Restricted Subsidiary); or



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(v) (make any Investment in any Person (other than any Permitted Investments)


<P align="left" style="font-size: 10pt">(any of the foregoing actions described in clauses&nbsp;(i)&nbsp;through (v), other than any such action that
is a Permitted Payment (as defined below), collectively, &#147;<U>Restricted Payments</U>&#148;) (the
amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the
assets proposed to be transferred), unless (1)&nbsp;immediately after giving effect to such proposed
Restricted Payment on a pro forma basis, no Default or Event of Default shall have occurred and be
continuing; (2)&nbsp;immediately after giving effect to such Restricted Payment on a pro forma basis,
the Company could incur $1.00 of additional Debt (other than Permitted Debt) under Section&nbsp;10.8
herein; and (3)&nbsp;after giving effect to the proposed Restricted Payment, the aggregate amount of all
such Restricted Payments declared or made after the Reference Date and all Designation Amounts does
not exceed the sum of:


<P align="left" style="font-size: 10pt">(A)&nbsp;50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis
during the period beginning on the first&nbsp;day of the Company&#146;s fiscal quarter in which the Reference
Date occurred and ending on the last&nbsp;day of the Company&#146;s last fiscal quarter ending prior to the
date of the Restricted Payment, or, if such aggregate cumulative Consolidated Net Income shall be a
loss, minus 100% of such loss;


<P align="left" style="font-size: 10pt">(B)&nbsp;the aggregate net proceeds (including the Fair Market Value of property other than cash)
received after the Reference Date by the Company either (x)&nbsp;as capital contributions in the form of
common equity to the Company or (y)&nbsp;from the issuance or sale (other than to any of its
Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to
purchase such Qualified Capital Stock (except, in each case, for transactions described in
clause&nbsp;(C)&nbsp;or (D)&nbsp;of this paragraph&nbsp;(a)&nbsp;and to the extent such proceeds are used to purchase,
redeem or otherwise retire Capital Stock or Subordinated Debt as set forth below in clause&nbsp;(ii)&nbsp;or
(iii)&nbsp;of paragraph&nbsp;(b)&nbsp;below) (and excluding the Net Cash Proceeds from the issuance of Qualified
Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any
Subsidiary until and to the extent such borrowing is repaid);


<P align="left" style="font-size: 10pt">(C)&nbsp;the aggregate Net Cash Proceeds received after the Reference Date by the Company (other than
from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase
Qualified Capital Stock of the Company (and excluding the Net Cash Proceeds from the exercise of
any options, warrants or rights to purchase Qualified Capital Stock financed, directly or
indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such
borrowing is repaid);


<P align="left" style="font-size: 10pt">(D)&nbsp;the aggregate Net Cash Proceeds received after the Reference Date by the Company from the
conversion or exchange, if any, of debt securities or Redeemable Capital Stock of the Company or
its Restricted Subsidiaries into or for Qualified Capital Stock of the Company plus, to the extent
such debt securities or Redeemable Capital Stock were issued after the Reference Date, upon the
conversion or exchange of such debt securities or Redeemable Capital Stock, the aggregate of Net
Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion
or exchange of debt securities or Redeemable Capital Stock financed, directly or indirectly, using
funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is
repaid);


<P align="left" style="font-size: 10pt">(E)&nbsp;(a)&nbsp;in the case of the disposition or repayment of any Investment constituting a Restricted
Payment made after the Reference Date, an amount (to the extent not included in Consolidated Net
Income) equal to the lesser of the return of capital with respect to such Investment and the
initial amount of such Investment, in either case, less the cost of the disposition of such
Investment and net of taxes, and (b)&nbsp;in the case of the designation of an Unrestricted Subsidiary
as a Restricted Subsidiary (as long as the designation of such Subsidiary as an Unrestricted
Subsidiary was deemed a Restricted Payment), the Fair Market Value of the Company&#146;s interest in
such Subsidiary, <I>provided that </I>such amount shall not in any case exceed the amount of the
Restricted Payment deemed made at the time the Subsidiary was designated as an Unrestricted
Subsidiary; and


<P align="left" style="font-size: 10pt">(F)&nbsp;any amount which previously qualified as a Restricted Payment on account of any guarantee
entered into by the Company or any Restricted Subsidiary<I>; provided that </I>such guarantee has not been
called upon and the obligation arising under such guarantee no longer exists.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Notwithstanding the foregoing, and in the case of clauses&nbsp;(ii)&nbsp;through (xiv)&nbsp;below, so
long as no Default or Event of Default is continuing or would arise therefrom, the foregoing
provisions shall not prohibit the following actions (each of clauses&nbsp;(i)&nbsp;through (xiv)&nbsp;being
referred to as a &#147;<U>Permitted Payment</U>&#148;):



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;the payment of any dividend within 60&nbsp;days after the date of declaration thereof,
if at such date of declaration such payment was permitted by the provisions of
paragraph&nbsp;(a)&nbsp;of this Section&nbsp;10.9 and such payment shall have been deemed to have been paid
on such date of declaration and shall not have been deemed a &#147;Permitted Payment&#148; for
purposes of the calculation required by paragraph&nbsp;(a)&nbsp;of this Section&nbsp;10.9;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;the repurchase, redemption, or other acquisition or retirement for value of any
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares of any class of Capital Stock of the Company in exchange for, including any such
exchange pursuant to the exercise of a conversion right or privilege in connection with
which cash is paid in lieu of the issuance of fractional shares or scrip, or out of the Net
Cash Proceeds of a substantially concurrent issuance and sale for cash (other than to a
Subsidiary) of other shares of Qualified Capital Stock of the Company<I>; provided that </I>the Net
Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from
clause&nbsp;(3)(B)&nbsp;of paragraph&nbsp;(a)&nbsp;of this Section&nbsp;10.9;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;the repurchase, redemption, defeasance, retirement or acquisition for value or
payment of principal of any Subordinated Debt or Redeemable Capital Stock in exchange for,
or in an amount not in excess of the Net Cash Proceeds of, a substantially concurrent
issuance and sale for cash (other than to any Subsidiary of the Company) of any Qualified
Capital Stock of the Company, <I>provided that </I>the Net Cash Proceeds from the issuance of such
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares of Qualified Capital Stock are excluded from clause&nbsp;(3)(B)&nbsp;of paragraph&nbsp;(a)&nbsp;of this
Section&nbsp;10.9;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;the repurchase, redemption, defeasance, retirement, refinancing, acquisition for
value or payment of principal of any Subordinated Debt (other than Redeemable Capital Stock)
(a &#147;<U>refinancing</U>&#148;) through the substantially concurrent issuance of new Subordinated
Debt of the Company, but only to the extent that any such new Subordinated Debt: (1)&nbsp;shall
be in a principal amount that does not exceed the principal amount so refinanced (or, if
such Subordinated Debt provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration thereof, then such lesser amount as of
the date of determination), plus the lesser of (I)&nbsp;the stated amount of any premium or other
payment required to be paid in connection with such a refinancing pursuant to the terms of
the Debt being refinanced or (II)&nbsp;the amount of premium or other payment actually paid at
such time to refinance the Debt, plus, in either case, the amount of expenses of the Company
incurred in connection with such refinancing; (2)&nbsp;has an Average Life to Stated Maturity
greater than the remaining Average Life to Stated Maturity of (x)&nbsp;the Securities or (y)&nbsp;the
Subordinated Debt to be refinanced; (3)&nbsp;has a Stated Maturity for its final scheduled
principal payment later than the Stated Maturity for the final scheduled principal payment
of (x)&nbsp;the Securities or (y)&nbsp;the Subordinated Debt to be refinanced; and (4)&nbsp;is expressly
subordinated in right of payment to the Securities at least to the same extent as the
Subordinated Debt to be refinanced;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(v)&nbsp;the purchase, redemption, or other acquisition or retirement for value of any class
of Capital Stock of the Company from future, present or former directors, officers,
employees or consultants of the Company or any Restricted Subsidiary in an amount not to
exceed $10,000,000 in the aggregate in any calendar&nbsp;year (and any portion of such
$10,000,000 not used in any calendar&nbsp;year may be carried forward to the next succeeding
calendar&nbsp;year)<I>; provided that </I>such amount may be increased by an amount not to exceed the
cash proceeds from the sale of Capital Stock of the Company to directors, officers,
employees or consultants of the Company or any of its Subsidiaries that occurs after the
Issue Date (<I>provided that </I>the amount of such cash proceeds utilized for any such purchase,
repurchase, redemption, retirement or other acquisition shall not increase the amount
available for Restricted Payments under clause&nbsp;(iii)&nbsp;of the immediately preceding
paragraph), plus



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vi)&nbsp;the repurchase, redemption or other acquisition or retirement for value of Capital
Stock of the Company issued pursuant to acquisitions by the Company to the extent required
by or needed to comply with the requirements of any of the Manufacturers with which the
Company or a Restricted Subsidiary is a party to a franchise agreement;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vii)&nbsp;the payment of the contingent purchase price of an acquisition to the extent such
payment would be deemed a Restricted Payment;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(viii)&nbsp;the payment of the deferred purchase price or earn-outs, including holdbacks
(and the receipt of any corresponding consideration therefor), of an acquisition to the
extent such payment would have been permitted by this Indenture at the time of such
acquisition;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ix)&nbsp;the repurchase of Capital Stock of the Company issued to sellers of businesses
acquired by the Company or its Restricted Subsidiaries or in connection with joint ventures
or other business transactions, in an amount not to exceed $25,000,000 during the term of
this Indenture;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(x)&nbsp;the payment of dividends on the Company&#146;s shares of Common Stock in the aggregate
amount per fiscal&nbsp;year equal to $1.00 per share for each share of Common Stock (or any
securities convertible into Common Stock to the extent they are entitled to such a dividend)
of the Company outstanding as of the applicable record date for such dividends (as such
$1.00 shall be adjusted for specified changes in the capitalization of the Company upon
recapitalizations, reclassifications, stock splits, stock dividends, reverse stock splits,
stock consolidations and similar transactions);



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xi)&nbsp;the repurchase of Capital Stock deemed to occur upon (a)&nbsp;exercise of stock options
to the extent that shares of such Capital Stock represent a portion of the exercise price of
such options and (b)&nbsp;the withholding of a portion of such Capital Stock to pay taxes
associated therewith, and the purchase of fractional shares of Capital Stock of the Company
or any Restricted Subsidiary arising out of stock dividends, splits or combinations or
business combinations;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xii)&nbsp;the payment of dividends or distributions by UAG Connecticut&nbsp;I, LLC pursuant to
the First Amended and Restated LLC Agreement, dated April&nbsp;1, 2003, relating to UAG
Connecticut I, LLC;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xiii)&nbsp;the payment of cash in lieu of the issuance of Capital Stock in connection with
the conversion, retirement, repurchase or redemption of any series of convertible debt
securities of the Company or its Restricted Subsidiaries;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xiv)&nbsp;other Restricted Payments in an amount which, when taken together with all other
Restricted Payments made pursuant to this clause&nbsp;(xiv), does not exceed $100,000,000; and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xv)&nbsp;Restricted Payments made, if at the time of making such Restricted Payments, and
after giving effect thereto (including, without limitation, the incurrence of any Debt to
finance such Restricted Payment), the Company&#146;s Consolidated Total Leverage Ratio would not
exceed 2.00 to 1.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;For purposes of determining compliance with this Section&nbsp;10.9, in the event that a
Restricted Payment permitted pursuant to this Section&nbsp;10.9 or a Permitted Investment meets the
criteria of more than one of the categories of Restricted Payment described in clauses&nbsp;(i)&nbsp;through
(xv)&nbsp;of paragraph&nbsp;(b)&nbsp;above or one or more clauses&nbsp;of the definition of Permitted Investments, the
Company shall be permitted to classify such Restricted Payment or Permitted Investment on the date
it is made, or later reclassify all or a portion of such Restricted Payment or Permitted
Investment, in any manner that complies with this Section&nbsp;10.9, and such Restricted Payment or
Permitted Investment shall be treated as having been made pursuant to only one of such clauses&nbsp;of
this Section&nbsp;10.9 or of the definition of Permitted Investments, except that the Company may not
reclassify any Restricted Payments as having been made under clause&nbsp;(xv) above if originally made
under another clause&nbsp;of paragraph&nbsp;(b)&nbsp;of this covenant or under paragraph&nbsp;(a)&nbsp;of this covenant.


<P>
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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.10 <U>Limitation on Transactions with Affiliates</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into any transaction or series of related transactions involving
aggregate consideration in excess of $5,000,000 (including, without limitation, the sale, purchase,
exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the
Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of
related transactions is entered into in good faith and: (a)&nbsp;such transaction or series of related
transactions is on terms that are not materially less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that would be available in a comparable transaction in
arm&#146;s-length dealings with an unrelated third party, (b)&nbsp;with respect to any transaction or series
of related transactions involving aggregate value in excess of $10,000,000, either (1)&nbsp;the Company
delivers an Officer&#146;s Certificate to the Trustee certifying that such transaction or series of
related transactions complies with clause&nbsp;(a)&nbsp;above or (2)&nbsp;such transaction or series of related
transactions is approved by either (A)&nbsp;a majority of the Disinterested Directors of the Board of
Directors of the Company, or in the event there is only one Disinterested Director, by such
Disinterested Director, or (B)&nbsp;the audit committee of the board of directors of the Company, which
shall consist entirely of Disinterested Directors and (c)&nbsp;with respect to any transaction or series
of related transactions involving aggregate value in excess of $25,000,000, either (i)&nbsp;such
transaction or series of related transactions has been approved by either (x)&nbsp;a majority of the
Disinterested Directors of the Board of Directors of the Company, or in the event there is only one
Disinterested Director, by such Disinterested Director, or (y)&nbsp;the audit committee of the Board of
Directors of the Company, which shall consist entirely of Disinterested Directors, or (ii)&nbsp;the
Company delivers to the Trustee a written opinion of an investment banking firm of national
standing or other recognized independent expert with experience appraising the terms and conditions
of the type of transaction or series of related transactions for which an opinion is required
stating that the transaction or series of related transactions is fair to the Company or such
Restricted Subsidiary from a financial point of view; <I>provided</I>, <I>however</I>, that this provision shall
not apply to (i)&nbsp;compensation and employee benefit arrangements with any officer or director of the
Company, including under any stock option or stock incentive plans, entered into in the ordinary
course of business; (ii)&nbsp;any transaction permitted as a Restricted Payment or Permitted Investment
pursuant to Section&nbsp;10.9; (iii)&nbsp;the payment of customary fees to directors of the Company and its
Restricted Subsidiaries; (iv)&nbsp;any transaction with any officer or member of the Board of Directors
of the Company involving indemnification arrangements; (v)&nbsp;loans or advances to officers of the
Company in the ordinary course of business not to exceed $1,000,000 in any calendar&nbsp;year;
(vi)&nbsp;agreements and transactions with customers, clients, suppliers or purchasers and sellers of
goods or services, in each case in the ordinary course of business and otherwise in compliance with
this Indenture, which are fair to the Company or its Restricted Subsidiaries, or are on terms,
taken as a whole, at least as favorable as might reasonably have been obtained at that time from a
Person who is not an Affiliate of the Company; (vii)&nbsp;transactions with joint ventures entered into
in the ordinary course of business, <I>provided that </I>no other Affiliate of the Company (other than a
Subsidiary thereof) directly or indirectly holds any Capital Stock of such joint venture; (viii)
any sale, issuance or award of Qualified Capital Stock of the Company; (ix)&nbsp;any transaction with
any Person (x)&nbsp;that is not an Affiliate of the Company immediately before the consummation of such
transaction that becomes an Affiliate of the Company as a result of such transaction or (y)&nbsp;that is
an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock
in, or controls, such Person; or (x)&nbsp;any transactions undertaken pursuant to any contractual
obligations in existence on the Issue Date (as in effect on the Issue Date) or otherwise disclosed
in the prospectus supplement (or in any document incorporated by reference therein) and any
renewals, replacements or modifications of such obligations (pursuant to new transactions or
otherwise) on terms no less favorable than could be received from an unaffiliated third party.


<P>
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    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.11 <U>Limitation on Liens</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or
indirectly, (a)&nbsp;create, incur or affirm any Lien of any kind securing any Pari Passu Debt or
Subordinated Debt (including any assumption, guarantee or other liability with respect thereto by
any Restricted Subsidiary) upon any property or assets (including any intercompany notes) of the
Company or any Restricted Subsidiary owned on the Issue Date or acquired after the Issue Date, or
(b)&nbsp;assign or convey any right to receive any income or profits from such Liens, unless the
Securities or a Guarantee in the case of Liens of a Guarantor are directly secured equally and
ratably with (or, in the case of Subordinated Debt, prior or senior thereto, with the same relative
priority as the Securities shall have with respect to such Subordinated Debt) the obligation or
liability secured by such Lien except for Permitted Liens. Notwithstanding the foregoing, any Lien
securing the Securities granted pursuant to this Section&nbsp;10.11 shall be automatically and
unconditionally released and discharged upon the release by the holders of the Pari Passu Debt or
the Subordinated Debt described above of their Lien on the property or assets of the Company or any
Restricted Subsidiary (including any deemed release upon payment in full of all obligations under
such Debt), at such time as the holders of all such Debt also release their Lien on the property or
assets of the Company or such Restricted Subsidiary, or upon any sale, exchange or transfer to any
Person not an Affiliate of the Company of the property or assets secured by such Lien, or of all of
the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all
the assets of, any Restricted Subsidiary creating such Lien.


<P>
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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.12 <U>Limitation on Sale of Assets</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries
to, directly or indirectly, consummate an Asset Sale unless (i)&nbsp;at least 75% of the consideration
from such Asset Sale consists of (A)&nbsp;cash or Cash Equivalents, (B)&nbsp;the assumption of Senior Debt or
Senior Guarantor Debt or other liabilities (other than Subordinated Debt) by the party acquiring
the assets from the Company or any Restricted Subsidiary, (C)&nbsp;Replacement Assets, (D)&nbsp;Designated
Noncash Consideration, or (E)&nbsp;a combination of any of the foregoing; and (ii)&nbsp;the Company or such
Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value of the shares or assets subject to such Asset Sale<I>; provided that </I>any notes,
securities or other obligations received by the Company or any such Restricted Subsidiary from any
transferee of assets from the Company or such Restricted Subsidiary that are converted, sold or
exchanged by the Company or such Restricted Subsidiary into cash at Fair Market Value within
90&nbsp;days after receipt shall be deemed to be cash for purposes of this provision.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;If: (A)&nbsp;all or a portion of the Net Cash Proceeds of any Asset Sale are not applied to
(1)&nbsp;the permanent repayment of any term Senior Debt or Senior Guarantor Debt then outstanding,
(2)&nbsp;the repayment of any outstanding borrowings under any revolving credit facilities constituting
Senior Debt or Senior Guarantor Debt and the corresponding reduction of commitments with respect
thereto, or (3)&nbsp;the permanent reduction of Debt of a Restricted Subsidiary that is not a Guarantor,
or (B)&nbsp;no such Senior Debt or Senior Guarantor Debt which requires prepayment is then outstanding
(or such prepayment is waived), then the Company or a Restricted Subsidiary may within 365&nbsp;days of
the Asset Sale invest the Net Cash Proceeds in Replacement Assets. The amount of such Net Cash
Proceeds not used to prepay Senior Debt or Senior Guarantor Debt or invested within 365&nbsp;days of the
Asset Sale as set forth in this paragraph&nbsp;constitutes &#147;<U>Excess Proceeds</U>.&#148; The Company or
such Restricted Subsidiary shall be deemed to have complied with its obligations under this
Section&nbsp;10.12(b)&nbsp;if it enters into a binding commitment to acquire Replacement Assets prior to
365&nbsp;days after the receipt of the applicable Net Cash Proceeds and such acquisition of Replacement
Assets is consummated prior to 545&nbsp;days after the date of receipt of the applicable Net Cash
Proceeds<I>; provided that </I>upon any abandonment or termination of such commitment, the Net Cash
Proceeds not so applied shall constitute Excess Proceeds and be applied as set forth below.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;When the aggregate amount of Excess Proceeds exceeds $50,000,000, the Company shall apply
the Excess Proceeds to the repayment of the Securities and any other Pari Passu Debt outstanding
with similar provisions requiring the Company to make an offer to purchase such Debt with the
proceeds from any Asset Sale as follows: (A)&nbsp;the Company shall make an offer to purchase (an
&#147;<U>Offer</U>&#148;) from all holders of the Securities in accordance with the procedures set forth in
this Indenture in the maximum principal amount (expressed in amounts of $2,000 and integral
multiples of $1,000 in excess thereof) of Securities that may be purchased out of an amount (the
&#147;<U>Security Amount</U>&#148;) equal to the product of such Excess Proceeds multiplied by a fraction,
the numerator of which is the outstanding principal amount of the Securities, and the denominator
of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Debt
(subject to proration in the event such amount is less than the aggregate Offered Price (as defined
herein) of all Securities tendered); and (B)&nbsp;to the extent required by such Pari Passu Debt to
permanently reduce the principal amount of such Pari Passu Debt, the Company shall make an offer to
purchase or otherwise repurchase or redeem Pari Passu Debt (a &#147;<U>Pari Passu Offer</U>&#148;) in an
amount (the &#147;<U>Pari Passu Debt Amount</U>&#148;) equal to the excess of the Excess Proceeds over the
Security Amount. However, in no event shall the Company be required to make a Pari Passu Offer in
a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of
any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the
Securities shall be payable in cash in an amount equal to 100% of the principal amount of the
Securities plus accrued and unpaid interest, if any, to the date (the &#147;<U>Offer Date</U>&#148;) such
Offer is consummated (the &#147;<U>Offered Price</U>&#148;), in accordance with the procedures set forth
herein. To the extent that the aggregate Offered Price of the Securities tendered pursuant to the
Offer is less than the Security Amount relating to the tendered Securities or the aggregate amount
of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount,
the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount of Securities and Pari Passu Debt surrendered by holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata
basis; <I>provided</I>, <I>that</I>, in the case of Securities issued in global form, beneficial interests in
such Securities shall be repurchased on a pro rata basis based on amounts tendered only if such
proration is consistent with the applicable procedures of the Depositary; otherwise, such
beneficial interests shall be selected for repurchase in accordance with such procedures. Upon the
completion of the purchase of all the Securities tendered pursuant to an Offer and the completion
of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;If the Company becomes obligated to make an Offer pursuant to paragraph&nbsp;(c)&nbsp;above, the
Securities (in amounts of $2,000 and integral multiples of $1,000 in excess thereof) and the Pari
Passu Debt shall be purchased by the Company, at the option of the holders thereof, in whole or in
part, on a date that is not earlier than 30&nbsp;days and not later than 60&nbsp;days from the date the
notice of the Offer is given to holders, or such later date as may be necessary for the Company to
comply with the requirements under the Exchange Act.


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;The Company shall comply with the applicable tender offer rules, including Rule&nbsp;14e-1
under the Exchange Act, and any other applicable securities laws or regulations in connection with
an Offer. To the extent that the provisions of any securities laws or regulations conflict with
this Section&nbsp;10.12, the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section&nbsp;10.12 by virtue of such
compliance.


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;Subject to paragraph&nbsp;(e)&nbsp;above, within 30&nbsp;days after the date on which the amount of
Excess Proceeds equals or exceeds $50,000,000, the Company shall send or cause to be sent by
first-class mail, postage prepaid (or such other method prescribed by DTC or any other Depositary),
to the Trustee and to each Holder, at his address appearing in the Security Register, a notice
stating or including:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;that the Holder has the right to require the Company to repurchase, subject to
proration, such Holder&#146;s Securities at the Offered Price;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;the Offer Date;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;the instructions a Holder must follow in order to have his Securities purchased
in accordance with paragraph&nbsp;(c)&nbsp;of this Section;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;Offered Price;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(v)&nbsp;the names and addresses of the Paying Agent and the offices or agencies referred to
in Section&nbsp;10.2;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vi)&nbsp;that Securities must be surrendered prior to the Offer Date to the Paying Agent at
the office of the Paying Agent or to an office or agency referred to in Section&nbsp;10.2 to
collect payment;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vii)&nbsp;that any Securities not tendered will continue to accrue interest and that unless
the Company defaults in the payment of the Offered Price, any Security accepted for payment
pursuant to the Offer will cease to accrue interest on and after the Offer Date;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(viii)&nbsp;the procedures for withdrawing a tender; and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ix)&nbsp;that the Offered Price for any Security which has been properly tendered and not
withdrawn and which has been accepted for payment pursuant to the Offer will be paid
promptly following the Offer Date.


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;Holders electing to have Securities purchased hereunder shall be required to surrender
such Securities at the address specified in the notice prior to the Offer Date. Holders shall be
entitled to withdraw their election to have their Securities purchased pursuant to this
Section&nbsp;10.12 if the Company receives, not later than one Business Day prior to the Offer Date, a
telex, facsimile transmission or letter setting forth (1)&nbsp;the name of the Holder, (2)&nbsp;the
certificate number of the Security in respect of which such notice of withdrawal is being
submitted, (3)&nbsp;the principal amount of the Security (which shall be $2,000 or an integral multiple
of $1,000 in excess thereof) delivered for purchase by the Holder as to which his election is to be
withdrawn, (4)&nbsp;a statement that such Holder is withdrawing his election to have such principal
amount of such Security purchased, and (5)&nbsp;the principal amount, if any, of such Security (which
shall be $2,000 or an integral multiple of $1,000 in excess thereof) that remains subject to the
original notice of the Offer and that has been or shall be delivered for purchase by the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;The Company shall (i)&nbsp;not later than the Offer Date, accept for payment Securities or
portions thereof tendered pursuant to the Offer, (ii)&nbsp;not later than 10:00&nbsp;a.m. (New York time) on
the Offer Date, deposit with the Trustee or with a Paying Agent an amount of money in same&nbsp;day
funds (or New York Clearing House funds if such deposit is made prior to the Offer Date) sufficient
to pay the aggregate Offered Price of all the Securities or portions thereof which are to be
purchased on that date and (iii)&nbsp;not later than 10:00&nbsp;a.m. (New York time) on the Offer Date,
deliver to the Paying Agent an Officer&#146;s Certificate stating the Securities or portions thereof
accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Offered Price of the Securities purchased
from each such Holder, and the Company shall execute and the Trustee shall promptly authenticate
and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased
portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company&#146;s expense to the Holder thereof. For purposes of this
Section&nbsp;10.12, the Company shall choose a Paying Agent which shall not be the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed, together with interest, if any, thereon, held by them for
the payment of the Offered Price; <I>provided</I>, <I>however</I>, that (x)&nbsp;to the extent that the aggregate
amount of cash deposited by the Company with the Trustee in respect of an Offer exceeds the
aggregate Offered Price of the Securities or portions thereof to be purchased, then the Trustee
shall hold such excess for the Company and (y)&nbsp;unless otherwise directed by the Company in writing,
promptly after the Business Day following the Offer Date the Trustee shall return any such excess
to the Company together with interest or dividends, if any, thereon.


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;Securities to be purchased shall, on the Offer Date, become due and payable at the Offered
Price and from and after such date (unless the Company shall default in the payment of the Offered
Price) such Securities shall cease to bear interest. Such Offered Price shall be paid to such
Holder promptly following the later of the Offer Date and the time of delivery of such Security to
the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner
required. Upon surrender of any such Security for purchase in accordance with the foregoing
provisions, such Security shall be paid by the Company at the Offered Price; <I>provided</I>, <I>however</I>,
that installments of interest whose Stated Maturity is on or prior to the Offer Date shall be
payable to the Person in whose name the Securities (or any Predecessor Securities) is registered as
such on the relevant Regular Record Dates according to the terms and the provisions of Section&nbsp;3.7;
<I>provided</I>, <I>further</I>, that Securities to be purchased are subject to proration in the event the Excess
Proceeds are less than the aggregate Offered Price of all Securities tendered for purchase, with
such adjustments as may be appropriate by the Trustee so that only Securities in denominations of
$2,000 or integral multiples of $1,000 in excess thereof, shall be purchased. If any Security
tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the
Trustee or a Paying Agent in accordance with paragraph&nbsp;(h) above, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Offer Date at the rate borne by
such Security. Any Security that is to be purchased only in part shall be surrendered to a Paying
Agent at the office of such Paying Agent (with, if the Company, the Security Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Security Registrar or the Trustee duly executed by, the Holder thereof or
such Holder&#146;s attorney duly authorized in writing), and the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service charge, one or more
new Securities of any authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased. The Company shall publicly announce the results of the Offer on
or as soon as practicable after the Offer Date.


<P align="left" style="font-size: 10pt; text-indent: 4%">(j)&nbsp;If the Offer Date is on or after a Regular Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest, if any, to the Offer Date, shall be paid to
the Person in whose name a Security is registered at the close of business on such Regular Record
Date, and no additional interest shall be payable to Holders pursuant to the Offer.


<P>
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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.13 <U>Limitation on Future Guarantees</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Company shall not cause any future Domestic Subsidiary that is a Wholly Owned
Restricted Subsidiary (and any non-Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary
if such Domestic Subsidiary guarantees capital markets debt securities of the Company or a
Guarantor, including, the 5.75% Notes), other than a Guarantor, directly or indirectly, to become a
guarantor or an obligor with respect to any other Debt of the Company or any Subsidiary thereof
incurred in the United States, unless such Subsidiary (a &#147;<U>Future Guarantor</U>&#148;) becomes a
Guarantor under this Indenture at the times set forth below, except that (1)&nbsp;if such Debt is by its
terms Senior Debt, any such assumption, guarantee or other liability of such Subsidiary with
respect to such Debt shall be senior to such Subsidiary&#146;s Guarantee of the Securities to the same
extent as such Senior Debt is senior to the Securities; and (2)&nbsp;if such Debt is by its terms
expressly subordinated to the Securities, any such assumption, guarantee or other liability of such
Subsidiary with respect to such Debt shall be subordinated to such Subsidiary&#146;s Guarantee of the
Securities at least to the same extent as such Debt is subordinated to the Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Notwithstanding paragraph&nbsp;(a)&nbsp;above, any Non-Guarantor Restricted Subsidiary shall not be
required to become a Future Guarantor under this Indenture if the Consolidated Tangible Assets of
such Non-Guarantor Restricted Subsidiary, together with the Consolidated Tangible Assets of all
other Non-Guarantor Restricted Subsidiaries, as of the date of the most recent quarterly or annual
financial statements of the Company which are available, does not exceed, in the aggregate, 1% of
the Consolidated Tangible Assets of the Company. To the extent that the collective Consolidated
Tangible Assets of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of,
acquisition of or Investment in a Non-Guarantor Restricted Subsidiary or as of the date of the most
recent quarterly or annual financial statements of the Company which are available, exceeds 1% of
the Consolidated Tangible Assets of the Company, the Company shall cause one or more of such
Non-Guarantor Restricted Subsidiaries to become a Future Guarantor under this Indenture in
accordance with the provisions of this covenant, such that the collective Consolidated Tangible
Assets of all remaining Non-Guarantor Restricted Subsidiaries does not exceed 1% of the
Consolidated Tangible Assets of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;The Company shall not be required to cause any Future Guarantors to become Guarantors
until the earlier of such time as (A)&nbsp;the aggregate Consolidated Equity of all such future Domestic
Subsidiaries who have not become Guarantors, but are required to become Future Guarantors pursuant
to paragraph&nbsp;(a)&nbsp;or (b)&nbsp;above, equals or exceeds $75,000,000 and (B)&nbsp;twelve&nbsp;months shall have
elapsed since the Company last caused Future Guarantors to become Guarantors under this Indenture.
Up to a maximum of once per fiscal quarter, the Company shall cause each Subsidiary thereof that is
required to become a Future Guarantor pursuant to paragraph&nbsp;(a)&nbsp;or (b)&nbsp;above to (1)&nbsp;execute and
deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall become a
party to this Indenture and thereby unconditionally guarantee all of the Company&#146;s obligations
under the Securities and this Indenture on the terms set forth therein and (2)&nbsp;deliver to the
Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed
and delivered by such Subsidiary of the Company and constitutes a valid, binding and enforceable
obligation of such Subsidiary (which opinion may be subject to customary assumptions and
qualifications). Thereafter, such Subsidiary of the Company shall (unless released in accordance
with the terms of this Indenture) be a Guarantor for all purposes of this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;Notwithstanding the foregoing, each Guarantee by a Guarantor of the Securities shall
provide by its terms that it shall be automatically and unconditionally released and discharged
upon: (i)&nbsp;any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all or
a majority of the Company&#146;s Capital Stock in, or all or substantially all the assets of, such
Guarantor, which transaction is in compliance with the terms of this Indenture and pursuant to
which transaction such Guarantor is released from all guarantees, if any, by it of other Debt of
the Company or any of its Subsidiaries; (ii)&nbsp;the release by the holders of the other Debt of the
Company of their guarantee of Debt by such Subsidiary (including any deemed release upon payment in
full of all obligations under such Debt), at such time as (A)&nbsp;no other Debt of the Company has been
guaranteed by such Subsidiary, or (B)&nbsp;the holders of all such other Debt of the Company or another
Subsidiary which is guaranteed by such Subsidiary also release their guarantee by such Subsidiary
(including any deemed release upon payment in full of all obligations under such Debt); (iii)&nbsp;the
Company properly designating such Guarantor as a Non-Guarantor Restricted Subsidiary<I>; provided that</I>
such Restricted Subsidiary is not required to issue a Guarantee of the Securities pursuant to
paragraph&nbsp;(a)&nbsp;or (b)&nbsp;above; (iv)&nbsp;the Company properly designating such Subsidiary as an
Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (v)&nbsp; the
Company&#146;s obligations under this Indenture being discharged in accordance with Section&nbsp;4.1 or the
Company exercising its legal defeasance option or covenant defeasance option under Article&nbsp;Fifteen.


<P>
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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.14 <U>Purchase of Securities upon a Change of Control</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;If a Change of Control shall occur at any time, then each Holder shall have the right to
require that the Company purchase such Holder&#146;s Securities in whole or in part in amounts of $2,000
or integral multiples of $1,000 in excess thereof, at a purchase price (the &#147;<U>Change of Control
Purchase Price</U>&#148;) in cash in an amount equal to 101% of the principal amount of such Securities,
plus accrued and unpaid interest, if any, to the date of purchase (the &#147;<U>Change of Control
Purchase Date</U>&#148;), pursuant to the offer described below in this Section&nbsp;10.14 (the &#147;<U>Change
of Control Offer</U>&#148;) and in accordance with the other procedures set forth in this Section&nbsp;10.14.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Within 30&nbsp;days of any Change of Control or, at the Company&#146;s option, prior to such Change
of Control but after it is publicly announced, the Company shall notify the Trustee and give
written notice (a &#147;<U>Change of Control Purchase Notice</U>&#148;) of such Change of Control to each
Holder, by first-class mail, postage prepaid (or such other method prescribed by DTC or any other
Depositary), at his address appearing in the Security Register, stating among other things:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;that a Change of Control has occurred or will occur, the date of such event, and
that such Holder has the right to require the Company to repurchase such Holder&#146;s Securities
at the Change of Control Purchase Price;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;the circumstances and relevant facts regarding such Change of Control (including,
but not limited to, information with respect to pro forma historical income, cash flow and
capitalization after giving effect to such Change of Control);



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;that the Change of Control Offer is being made pursuant to this Section&nbsp;10.14 and
that all Securities properly tendered pursuant to the Change of Control Offer will be
accepted for payment at the Change of Control Purchase Price;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;the Change of Control Purchase Date, which shall be a Business Day no earlier than
30&nbsp;days nor later than 60&nbsp;days from the date such notice is mailed, or such later date as is
necessary to comply with requirements under the Exchange Act<I>; provided that </I>the Change of
Control Purchase Date may not occur prior to the Change of Control;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(v)&nbsp;the Change of Control Purchase Price;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vi)&nbsp;the names and addresses of the Paying Agent and the offices or agencies referred
to in Section&nbsp;10.2;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(vii)&nbsp;that Securities must be surrendered on or prior to the Change of Control Purchase
Date to the Paying Agent at the office of the Paying Agent or to an office or agency
referred to in Section&nbsp;10.2 to collect payment;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(viii)&nbsp;that the Change of Control Purchase Price for any Security which has been
properly tendered and not withdrawn will be paid promptly following the Change of Control
Purchase Date;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ix)&nbsp;the procedures that a Holder must follow to accept a Change of Control Offer or to
withdraw such acceptance;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(x)&nbsp;that any Security not tendered will continue to accrue interest; and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(xi)&nbsp;that, unless the Company defaults in the payment of the Change of Control Purchase
Price, any Securities accepted for payment pursuant to the Change of Control Offer shall
cease to accrue interest after the Change of Control Purchase Date.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Upon receipt by the Company of the proper tender of Securities, the Holder of the Security
in respect of which such proper tender was made shall (unless the tender of such Security is
properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price
with respect to such Security. Upon surrender of any such Security for purchase in accordance with
the foregoing provisions, such Security shall be paid by the Company at the Change of Control
Purchase Price; <I>provided</I>, <I>however</I>, that installments of interest whose Stated Maturity is on or
prior to the Change of Control Purchase Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such on the relevant Regular Record Dates
according to the terms and the provisions of Section&nbsp;3.7. If any Security tendered for purchase in
accordance with the provisions of this Section&nbsp;10.14 shall not be so paid upon surrender thereof,
the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the
Change of Control Purchase Date at the rate borne by such Security. Holders electing to have
Securities purchased shall be required to surrender such Securities to the Paying Agent at the
address specified in the Change of Control Purchase Notice at least one Business Day prior to the
Change of Control Purchase Date. Any Security that is to be purchased only in part shall be
surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Security Registrar or the Trustee, as the case
may be, duly executed by, the Holder thereof or such Holder&#146;s attorney duly authorized in writing),
and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge, one or more new Securities of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered that is not purchased.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;The Company shall (i)&nbsp;not later than the Change of Control Purchase Date, accept for
payment Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii)&nbsp;not
later than 10:00&nbsp;a.m. (New York time) on the Change of Control Purchase Date, deposit with the
Trustee or with a Paying Agent an amount of money in same&nbsp;day funds sufficient to pay the aggregate
Change of Control Purchase Price of all the Securities or portions thereof which are to be
purchased as of the Change of Control Purchase Date and (iii)&nbsp;not later than 10:00&nbsp;a.m. (New York
time) on the Change of Control Purchase Date, deliver to the Paying Agent an Officer&#146;s Certificate
stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent
shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to
the Change of Control Purchase Price of the Securities purchased from each such Holder, and the
Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such
Holders a new Security equal in principal amount to any unpurchased portion of the Security
surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Paying
Agent at the Company&#146;s expense to the Holder thereof. The Company shall publicly announce the
results of the Change of Control Offer on the Change of Control Purchase Date. For purposes of
this Section&nbsp;10.14, the Company shall choose a Paying Agent which shall not be the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;A tender made in response to a Change of Control Purchase Notice may be withdrawn if the
Company receives, not later than one Business Day prior to the Change of Control Purchase Date, a
telex, facsimile transmission or letter, specifying, as applicable:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;the name of the Holder;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;the certificate number of the Security in respect of which such notice of
withdrawal is being submitted;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iii)&nbsp;the principal amount of the Security (which shall be an amount of $2,000 or an
integral multiple of $1,000 in excess thereof) delivered for purchase by the Holder as to
which such notice of withdrawal is being submitted;



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(iv)&nbsp;a statement that such Holder is withdrawing his election to have such principal
amount of such Security purchased; and



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(v)&nbsp;the principal amount, if any, of such Security (which shall be an amount of $2,000
or an integral multiple of $1,000 in excess thereof) that remains subject to the original
Change of Control Purchase Notice and that has been or will be delivered for purchase by the
Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed, together with interest or dividends, if any, thereon, held
by them for the payment of the Change of Control Purchase Price; <I>provided</I>, <I>however</I>, that, (x)&nbsp;to
the extent that the aggregate amount of cash deposited by the Company pursuant to clause&nbsp;(ii)&nbsp;of
paragraph&nbsp;(d)&nbsp;above exceeds the aggregate Change of Control Purchase Price of the Securities or
portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (y)
unless otherwise directed by the Company in writing, promptly after the Business Day following the
Change of Control Purchase Date the Trustee shall return any such excess to the Company together
with interest, if any, thereon.


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;The Company shall comply, to the extent applicable, with the applicable tender offer
rules, including Rule&nbsp;14e-1 under the Exchange Act, and any other applicable securities laws or
regulations in connection with a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with this Section&nbsp;10.14, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations
under this Section&nbsp;10.14 by virtue of such compliance.


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;Notwithstanding the foregoing, the Company shall not be required to make a Change of
Control Offer upon a Change of Control if (x)&nbsp;a third party makes the Change of Control Offer, in
the manner, at the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and purchases all the
Securities validly tendered and not withdrawn under such Change of Control Offer or (y)&nbsp;a notice of
redemption has been given for all of the Securities pursuant to Article&nbsp;Eleven hereof, unless and
until there is a Default in payment of the applicable Redemption Price.


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;If the Change of Control Purchase Date is on or after a Regular Record Date and on or
before the related Interest Payment Date, any accrued and unpaid interest, if any, to the Change of
Control Purchase Date, shall be paid to the Person in whose name a Security is registered at the
close of business on such Regular Record Date, and no additional interest shall be payable to
Holders pursuant to the Change of Control Offer.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;10.15
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#091;RESERVED&#093;.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;10.16
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to: (i)&nbsp;pay dividends or
make any other distribution on its Capital Stock, or any other interest or participation in or
measured by its profits, (ii)&nbsp;pay any Debt owed to the Company or any other Restricted Subsidiary,
(iii)&nbsp;make any Investment in the Company or any other Restricted Subsidiary, or (iv)&nbsp;transfer any
of its properties or assets to the Company or any other Restricted Subsidiary; except: (a)&nbsp;any
encumbrance or restriction pursuant to an agreement in effect on the Issue Date (including without
limitation the Credit Agreement and the U.K. Credit Agreement in effect on the Issue Date); (b)&nbsp;any
encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted
Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a
Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary, <I>provided that </I>such encumbrances and restrictions are
not applicable to the Company or any Restricted Subsidiary or the properties or assets of the
Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted
Subsidiary; (c)&nbsp;customary provisions contained in an agreement that has been entered into for the
sale or other disposition of all or substantially all of the Capital Stock or assets of a
Restricted Subsidiary; <I>provided</I>, <I>however</I>, that the restrictions are applicable only to such
Restricted Subsidiary or assets; (d)&nbsp;any encumbrance or restriction existing under or by reason of
applicable law or any requirement of any regulatory body; (e)&nbsp;customary provisions restricting
subletting or assignment of any lease governing any leasehold interest of any Restricted
Subsidiary; (f)&nbsp;any encumbrance or restriction pursuant to agreements with Manufacturers,
dealerships or franchisees; (g)&nbsp;any encumbrance or restriction contained in any Purchase Money
Obligations for property to the extent such restriction or encumbrance restricts the transfer of
such property; (h)&nbsp;any encumbrances or restrictions in security agreements securing Debt of a
Subsidiary (including any Inventory Facility) (to the extent that such Liens are otherwise incurred
in accordance with Section&nbsp;10.11) that restrict the transfer of property subject to such
agreements, <I>provided that </I>any such encumbrance or restriction is released to the extent the
underlying Lien is released or the related Debt is repaid; (i)&nbsp;any encumbrance or restriction
pursuant to Inventory Facilities customary for inventory and floor plan financing in the automobile
industry; (j)&nbsp;any encumbrance related to assets acquired by or merged into or consolidated with the
Company or any Restricted Subsidiary so long as such encumbrance was not entered into in
contemplation of the acquisition, merger or consolidation transaction; (k)&nbsp;customary non-assignment
provisions contained in (1)&nbsp;any lease governing a leasehold interest or (2)&nbsp;any supply, license or
other agreement entered into in the ordinary course of business of the Company or any of its
Restricted Subsidiaries; (l)&nbsp;Liens securing Debt otherwise permitted to be incurred under the
provisions of Section&nbsp;10.11 herein that limit the right of the debtor to dispose of the assets
subject to such Liens; (m)&nbsp;restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business; (n)&nbsp;restrictions contained in
other Debt or Preferred Stock of the Company or any Restricted Subsidiary permitted to be incurred
after the Issue Date pursuant to the provisions of Section&nbsp;10.8 or other agreements arising in the
ordinary course of business and not related to Debt, <I>provided that </I>such restrictions shall not
materially affect the ability of the Company to make principal and interest payments on the
Securities, as determined in good faith by a senior officer or the Board of Directors of the
Company; (o)&nbsp;any encumbrance or restriction existing under any agreement that extends, renews,
refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing
clauses&nbsp;(a), (b), (j)&nbsp;and (p)&nbsp;or in this clause&nbsp;(o), <I>provided that </I>the terms and conditions of any
such encumbrances or restrictions are no more restrictive in any material respect than those under
or pursuant to the agreement evidencing the Debt so extended, renewed, refinanced or replaced;
(p)&nbsp;restrictions related solely to Foreign Subsidiaries and created in connection with Debt of such
Foreign Subsidiaries incurred pursuant to clauses&nbsp;(xii) and (xx)&nbsp;of paragraph&nbsp;(b)&nbsp;of Section&nbsp;10.8
herein; (q)&nbsp;encumbrances pursuant to the subordination provisions of any Debt permitted to be
incurred by clause&nbsp;(v)&nbsp;of paragraph&nbsp;(b)&nbsp;of Section&nbsp;10.8; and (r)&nbsp;customary provisions in joint
venture agreements and other similar agreements relating solely to such joint venture or similar
entity.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.17 <U>Limitation on Senior Subordinated Debt</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall not, and shall not permit or cause any Guarantor to, directly or indirectly,
incur or otherwise permit to exist any Debt that is subordinate in right of payment to any Debt of
the Company or such Guarantor, as the case may be, unless such Debt is also <I>pari passu </I>with the
Securities or the Guarantee of such Guarantor or subordinated in right of payment to the Securities
or such Guarantee at least to the same extent as the Securities or such Guarantee are subordinated
in right of payment to Senior Debt or such Guarantor&#146;s Senior Guarantor Debt, as the case may be,
as set forth in this Indenture. For purposes of the foregoing, no Debt shall be deemed to be
subordinated in right of payment to any other Debt solely by virtue of being unsecured or secured
by a junior priority lien or by virtue of the fact that the holders of such Debt have entered into
intercreditor agreements or other arrangements giving one or more such holders priority over the
other holders in the collateral held by them.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.18 <U>Provision of Financial Statements</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Whether or not the Company is subject to Section&nbsp;13(a)&nbsp;or 15(d)&nbsp;of the Exchange Act, the
Company shall deliver to the Trustee on behalf of, and upon request make available to, the Holders
of Securities, within 30&nbsp;days after the date by which the Company would have been required by the
Commission&#146;s rules and regulations to file such documents if the Company were so subject, copies of
all annual reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Sections&nbsp;13(a)&nbsp;or 15(d)&nbsp;if the Company were so
subject; <I>provided that </I>any such reports and documents filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval system (or any successor system) shall be deemed
to be delivered to the Trustee and the Holders of Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Delivery of such reports and documents to the Trustee is for informational purposes only
and the Trustee&#146;s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company&#146;s or
any Guarantor&#146;s, as the case may be, compliance with any of its covenants under this Indenture (as
to which the Trustee is entitled to rely exclusively on Officer&#146;s Certificates of the Company).
The Trustee may assume that any reports required to be filed under paragraph&nbsp;(a)&nbsp;above have been
filed with the Commission and shall have no obligation to verify any such filing.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Any failure to comply with this Section&nbsp;10.18 shall be automatically cured when the
Company provides all required reports to the Trustee on behalf of the Holders of Securities.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.19 <U>Waiver of Certain Covenants</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections&nbsp;10.5, 10.8, 10.9, 10.10, 10.11, 10.13, 10.16, 10.17 and 10.18, if, before or
after the time for such compliance, the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding shall, by Act of such Holders, waive such
compliance in such instance with such covenant or provision, but no such waiver shall extend to or
affect such covenant or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the Trustee in respect of
any such covenant or condition shall remain in full force and effect.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;10.20 <U>Effectiveness of Certain Covenants</U>.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If on any date following the Issue Date:</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(1)&nbsp;the Securities are rated Baa3 or better by Moody&#146;s and BBB- or better by
S&P (or, if either such entity ceases to rate the Securities for reasons outside of
the control of the Company, the equivalent investment grade credit rating from any
other &#147;nationally recognized statistical rating organization&#148; within the meaning of
Section&nbsp;3(a)(62) of the Exchange Act selected by the Company as a replacement
agency); and



<P align="left" style="margin-left:8%; font-size: 10pt; text-indent: 4%">(2)&nbsp;no Default or Event of Default shall have occurred and be continuing, then,
beginning on that&nbsp;day and subject to the provisions of the following paragraph, the
provisions of this Indenture described under Sections&nbsp;10.8, 10.9, 10.10, 10.12,
10.16, 10.17, paragraphs&nbsp;(a), (b)&nbsp;and (c)&nbsp;of Section&nbsp;10.13 and clause&nbsp;(a)(iii)&nbsp;of
Section&nbsp;8.1 shall be suspended.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;During any period that the foregoing covenants have been suspended, the Board of Directors
of the Company may not designate any of the Company&#146;s Subsidiaries as Unrestricted Subsidiaries
pursuant to the definition of &#147;Unrestricted Subsidiaries.&#148;


<P align="left" style="font-size: 10pt; text-indent: 4%">Notwithstanding the foregoing, if the rating assigned by either such rating agency should
subsequently decline to below Baa3 or BBB-, respectively, the foregoing covenants shall be
reinstated as of and from the date of such rating decline. Any Debt incurred during the period
when the covenants are suspended shall be classified as having been incurred pursuant to
paragraph&nbsp;(a)&nbsp;of Section&nbsp;10.8 or one of the clauses&nbsp;of the paragraph&nbsp;(b)&nbsp;of such covenant. To the
extent such Debt would not be so permitted to be incurred, such Debt shall be deemed to have been
outstanding on the Issue Date, so that it is classified as permitted under clause&nbsp;(iv)&nbsp;of
paragraph&nbsp;(b)&nbsp;under Section&nbsp;10.8. Calculations under the reinstated Section&nbsp;10.9 shall be made as
if Section&nbsp;10.9 had been in effect since the Issue Date. However, no Default or Event of Default
shall be deemed to have occurred as a result of any actions taken by the Company or its Restricted
Subsidiaries during the period when the covenants are suspended.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>11</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;11 of the Base Indenture: Redemption of Securities</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Set forth below are the changes to Article&nbsp;11 of the Base Indenture: Redemption of
Securities:


<P align="left" style="font-size: 10pt">(A)&nbsp;Section&nbsp;11.2 of the Base Indenture shall be deleted in its entirety and replaced with the
following:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;11.2 <U>Election to Redeem; Notice To Trustee</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The election of the Company to redeem any Securities shall be evidenced by a Company Order and
an Officer&#146;s Certificate. In case of any redemption at the election of the Company, the Company
shall, not less than 30 nor more than 60&nbsp;days prior to the Redemption Date fixed by the Company
(unless a shorter notice period shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of Securities to be redeemed.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;11.3 <U>Selection by Trustee of Securities to be Redeemed</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">(B)&nbsp;The first sentence of Section&nbsp;11.3 of the Base Indenture shall be deleted in its entirety and
replaced with the following:


<P align="left" style="font-size: 10pt; text-indent: 4%">If less than all the Securities are to be redeemed, the Trustee shall select the particular
Securities on a pro rata basis, by lot or by any other method the Trustee shall deem fair and
reasonable; <I>provided</I>, <I>that </I>Securities redeemed in part shall be redeemed only in amounts of $2,000
or integral multiples of $1,000 in excess thereof (subject, in each instance if applicable, to the
procedures of DTC or any other Depositary).


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;11.4 <U>Notice of Redemption</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">(C)&nbsp;The first sentence of Section&nbsp;11.4 of the Base Indenture shall be deleted in its entirety and
replaced with the following:


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Company elects to redeem Securities pursuant to Section&nbsp;1123, notice of redemption
shall be given by first class mail, postage prepaid (or such other method prescribed by DTC or any
other Depositary), mailed not less than 30&nbsp;days nor more than 60&nbsp;days prior to the Redemption Date,
to each Holder of Securities to be redeemed, at its address appearing in the Security Register


<P align="left" style="font-size: 10pt">(D)&nbsp;The following Section&nbsp;shall be added to the Base Indenture as Section&nbsp;11.8:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;11.8 <U>Rights of Redemption</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;At any time on or prior to December&nbsp;1, 2017, the Company may on any one or more occasions
redeem up to 40% of the aggregate principal amount of Outstanding Notes issued under this Indenture
(including any Additional Notes) at a Redemption Price of 105.375% of their principal amount, plus
accrued and unpaid interest, if any, to the Redemption Date, with the net cash proceeds of one or
more Equity Offerings; <I>provided</I>, that: (1)&nbsp;at least 60% of the aggregate principal amount of Notes
issued under this Indenture (including any Additional Notes) remains outstanding immediately after
the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and
(2)&nbsp;the redemption occurs within 90&nbsp;days of the date of the closing of such Equity Offering.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;At any time prior to December&nbsp;1, 2019, the Company may, at its option, redeem all or a
part of the Notes upon not less than 30 nor more than 60&nbsp;days&#146; prior notice at a Redemption Price
equal to the sum of (i)&nbsp;100% of the principal amount thereof, plus (ii)&nbsp;the Applicable Premium as
of the Redemption Date, plus (iii)&nbsp;accrued and unpaid interest, if any, to the Redemption Date.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Except as set forth in clauses&nbsp;(a)&nbsp;and (b)&nbsp;of this Section&nbsp;11.8, the Company shall not
have the option to redeem the Notes pursuant to this Section&nbsp;11.8 prior to December&nbsp;1, 2019. On or
after December&nbsp;1, 2019, the Company may, at its option, redeem all or a part of the Notes upon not
less than 30 nor more than 60&nbsp;days&#146; notice, at the Redemption Prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed,
to the applicable Redemption Date, if redeemed during the 12-month period beginning on December&nbsp;1
of the&nbsp;years indicated below:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="68%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Year</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Percentage</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2019.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">102.688</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2020.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">101.792</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2021.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">100.896</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2022 and thereafter
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">100.000</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;Any redemption pursuant to this Section&nbsp;11.8 shall be made pursuant to the provisions of
Sections&nbsp;11.1 through 11.7 hereof.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>12</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;12 of the Base Indenture: Sinking Funds</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>13</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Changes to Article&nbsp;13 of the Base Indenture: Subordination</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Article&nbsp;13 of the Base Indenture shall be deleted in its entirety and replaced with the
following:


<P align="center" style="font-size: 10pt">ARTICLE THIRTEEN<BR>
SUBORDINATION OF SECURITIES



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.1 <U>Securities Subordinate to Senior Debt.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this
Article, the payment of the Indenture Obligations are hereby expressly made subordinate and junior
and subject in right of payment as provided in this Article to the prior payment in full in cash
(or as otherwise agreed to by the holders of Senior Debt) of all Senior Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">This Article&nbsp;Thirteen shall constitute a continuing offer to all Persons who, in reliance upon
such provisions, become holders of, or continue to hold Senior Debt; and such provisions are made
for the benefit of the holders of Senior Debt; and such holders are made obligees hereunder and
they or each of them may enforce directly such provisions.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.2 <U>Payment Over of Proceeds Upon Dissolution, etc.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(1)&nbsp;In the event of (a)&nbsp;any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection therewith, relative
to the Company or its assets, or (b)&nbsp;any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or
(c)&nbsp;any assignment for the benefit of creditors or any other marshaling of assets or liabilities of
the Company, then and in any such event all amounts due or to become due on or in respect of the
Senior Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior
Debt) before the Holders of the Securities are entitled to receive any payment or distribution of
any kind or character (excluding Permitted Junior Payments) on account of the Indenture Obligations
or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of,
the Indenture Obligations (other than amounts previously set aside with the Trustee, or payments
previously made or set aside, in either case, pursuant to the provisions of Sections&nbsp;15.2 and 15.3
of this Indenture);


<P align="left" style="font-size: 10pt; text-indent: 4%">(2)&nbsp;any payment or distribution of assets of the Company of any kind or character, whether in
cash, property or securities (other than Permitted Junior Payments), by set off or otherwise, to
which the Holders or the Trustee would be entitled but for the provisions of this Article shall be
paid by the liquidating trustee or agent or other Person making such payment or distribution,
whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Debt or their representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of such Senior Debt may have been
issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt
held or represented by each, to the extent necessary to make payment in full in cash (or as
otherwise agreed to by the holders of Senior Debt), of all Senior Debt remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such Senior Debt; and


<P align="left" style="font-size: 10pt; text-indent: 4%">(3)&nbsp;in the event that, notwithstanding the foregoing provisions of this Section, the Trustee
or the Holder of any Security shall have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities (excluding Permitted
Junior Payments), in respect of the Indenture Obligations before all Senior Debt is paid in full in
cash (or as otherwise agreed to by the holders of Senior Debt), then and in such event such payment
or distribution (excluding Permitted Junior Payments) shall be held in trust for the benefit of,
and shall be paid over or delivered forthwith to, the holders of Senior Debt for application to the
payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full
in cash (or as otherwise agreed to by the holders of Senior Debt), after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">The consolidation of the Company with, or the merger of the Company with or into, another
Person or the liquidation or dissolution of the Company following the sale, assignment, conveyance,
transfer, lease or other disposal of its properties and assets substantially as an entirety to
another Person upon the terms and conditions set forth in Article&nbsp;Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or
marshaling of assets and liabilities of the Company for the purposes of this Section if the Person
formed by such consolidation or the surviving entity of such merger or the Person which acquires by
sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger,
sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set
forth in Article&nbsp;Eight.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.3 <U>Suspension of Payment When Designated Senior Debt in Default.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Unless Section&nbsp;13.2 shall be applicable, upon the occurrence and during the continuance of
any default in the payment of any Designated Senior Debt (whether upon maturity, mandatory
prepayment, acceleration or otherwise) beyond any applicable grace period (a &#147;Payment Default&#148;), no
payment (other than amounts previously set aside with the Trustee or payments previously made, in
either case, pursuant to Section&nbsp;15.2 or 15.3 of this Indenture) or distribution of any assets of
the Company or any Subsidiary of any kind or character (excluding Permitted Junior Payments) may be
made by the Company or any Subsidiary on account of the Indenture Obligations, or on account of the
purchase, redemption, or other acquisition of or in respect of, the Indenture Obligations unless
and until such Payment Default shall have been cured or waived or shall have ceased to exist or
such Designated Senior Debt shall have been discharged or paid in full in cash or as otherwise
agreed to by the holders of Designated Senior Debt, after which the Company shall (subject to the
other provisions of this Article&nbsp;Thirteen) resume making any and all required payments in respect
of the Indenture Obligations, including any missed payments.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Unless Section&nbsp;15.2 shall be applicable, (1)&nbsp;upon the occurrence and during the
continuance of any non payment default or non payment event of default with respect to any
Designated Senior Debt pursuant to which the maturity thereof may then be accelerated (a &#147;Non
payment Default&#148;) and (2)&nbsp;after the receipt by a Responsible Officer of the Trustee (i)&nbsp;if Debt is
outstanding under the Credit Agreement, from the agent thereunder and (ii)&nbsp;if no Debt is
outstanding under the Credit Agreement, from a Senior Representative, of written notice of such Non
payment Default, no payment (other than any amounts previously set aside with the Trustee, or
payments previously made, in either case, pursuant to the provisions of Section&nbsp;15.2 or 15.3 of
this Indenture) or distribution of any assets of the Company of any kind or character (excluding
any Permitted Junior Payment) may be made by the Company or any Subsidiary on account of the
Indenture Obligations, or on account of the purchase, redemption, or other acquisition of, or in
respect of, the Indenture Obligations for the period specified below (&#147;Payment Blockage Period&#148;).


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;The Payment Blockage Period shall commence upon the receipt of notice of the Non-payment
Default by the Trustee and the Company from a Senior Representative and shall end on the earliest
of (i)&nbsp;the 179th day after such commencement, (ii)&nbsp;the date on which such Non-payment Default (and
all other Non-payment Defaults as to which notice is given after such Payment Blockage Period is
initiated) is cured, waived or ceases to exist or on which such Designated Senior Debt is
discharged or paid in full in cash or as otherwise agreed to by the holders of Designated Senior
Debt, or (iii)&nbsp;the date on which such Payment Blockage Period (and all Non-payment Defaults as to
which notice is given after such Payment Blockage Period is initiated) shall have been terminated
by written notice to the Company and the Trustee from the Senior Representative initiating such
Payment Blockage Period, after which, in the case of clauses (i), (ii)&nbsp;and (iii), the Company shall
promptly resume making any and all required payments in respect of the Securities, including any
missed payments. In no event shall a Payment Blockage Period extend beyond 179&nbsp;days from the date
of the receipt by the Company and the Trustee of the notice initiating such Payment Blockage Period
(such 179&nbsp;day period referred to as the &#147;Initial Period&#148;). Any number of notices of Non payment
Defaults may be given during the Initial Period; provided that during any period of 360 consecutive
days only one Payment Blockage Period, during which payment of principal of, premium, if any, or
interest on, the Securities may not be made, may commence and the duration of such period may not
exceed 179&nbsp;days. No Non-payment Default with respect to any Designated Senior Debt that existed or
was continuing on the date of the commencement of any Payment Blockage Period shall be, or can be,
made the basis for the commencement of a second Payment Blockage Period, whether or not within a
period of 360 consecutive days, unless such Non-payment Default has been cured or waived for a
period of not less than 90 consecutive days (it being acknowledged that any subsequent action or
any breach of a financial covenant for a period ending after the date of commencement of such
Payment Blockage Period that, in either case, would give rise to a default or an event of default
pursuant to any provision under which a default or an event of default previously existed or was
continuing shall constitute a new default or event of default for this purpose). The Company shall
deliver a notice to the Trustee promptly after the date on which any Non payment Default is cured
or waived or ceases to exist or on which the Designated Senior Debt related thereto is discharged
or paid in full, and the Trustee is authorized to act in reliance on such notice.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;In the event that, notwithstanding the foregoing, the Company shall make any payment to
the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section,
then and in such event such payment shall be held in trust for the benefit of, and shall be paid
over and delivered forthwith to, the holders of the Senior Debt (pro rata to such holders) or their
respective Senior Representatives, as their interests may appear, for application to Senior Debt
until the Senior Debt has been paid in full in cash (or as otherwise agreed to by the holders of
Senior Debt).


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.4 <U>Payment Permitted if No Default.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing contained in this Article, elsewhere in this Indenture or in any of the Securities
shall prevent the Company, at any time except during the pendency of any case, proceeding,
dissolution, liquidation or other winding up, assignment for the benefit of creditors or other
marshaling of assets and liabilities of the Company referred to in Section&nbsp;13.2 or under the
conditions described in Section&nbsp;13.3, from making payments at any time of principal of, premium, if
any, or interest on the Securities.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.5 <U>Subrogation to Rights of Holders of Senior Debt.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">After the payment in full in cash (or as otherwise agreed by the holders of Senior Debt) of
all Senior Debt, the Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Debt to receive payments and distributions of cash, property and securities applicable
to the Senior Debt until the principal of, premium, if any, and interest on, the Securities shall
be paid in full. For purposes of such subrogation, no payments or distributions to the holders of
Senior Debt of any cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no payments over pursuant
to the provisions of this Article to the holders of Senior Debt by Holders of the Securities or the
Trustee, shall, as among the Company, its creditors other than holders of Senior Debt, and the
Holders of the Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Debt.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.6 <U>Provisions Solely to Define Relative Rights.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The provisions of this Article are intended solely for the purpose of defining the relative
rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other
hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a)&nbsp;impair, as among the Company, its creditors other than holders of Senior
Debt and the Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of, premium, if any, and
interest on, the Securities as and when the same shall become due and payable in accordance with
their terms; or (b)&nbsp;affect the relative rights against the Company of the Holders of the Securities
and creditors of the Company other than the holders of Senior Debt; or (c)&nbsp;prevent the Trustee or
the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article of the holders of
Senior Debt (1)&nbsp;in any case, proceeding, dissolution, liquidation or other winding up, assignment
for the benefit of creditors or other marshaling of assets and liabilities of the Company referred
to in Section&nbsp;13.2, to receive, pursuant to and in accordance with such Section, cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder, or (2)&nbsp;under the
conditions specified in Section&nbsp;13.3, to prevent any payment prohibited by such Section or enforce
their rights pursuant to Section&nbsp;13.3(d).


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.7 <U>Trustee to Effectuate Subordination.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Each Holder of a Security by such Holder&#146;s acceptance thereof authorizes and directs the
Trustee on such Holder&#146;s behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee such Holder&#146;s
attorney in fact for any and all such purposes, including, in the event of any dissolution, winding
up, liquidation or reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance of the Debt of the
Company owing to such Holder in the form required in such proceedings and the causing of such claim
to be approved.


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Trustee does not file a proper claim or proof of debt in the form required in such
proceeding prior to 30&nbsp;days before the expiration of the time to file such claim or claims, then
the holders of the Senior Debt or their Senior Representatives are hereby authorized to have the
right to file and are hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Debt or their Senior Representatives to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee or the
holders of Senior Debt or their Senior Representatives to vote in respect of the claim of any
Holder in any such proceeding.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.8 <U>No Waiver of Subordination Provisions.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;No right of any present or future holder of any Senior Debt to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act
on the part of the Company or by any act or failure to act, in good faith, by any such holder, or
by any non compliance by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise charged with.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Without limiting the generality of paragraph (a)&nbsp;of this Section, the holders of Senior
Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to the Holders of the Securities and
without impairing or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any one or more of the
following: (1)&nbsp;change the manner, place or terms of payment or extend the time of payment of, or
renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which
Senior Debt is or may be outstanding; (2)&nbsp;sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (3)&nbsp;release any Person liable in any
manner for the collection or payment of Senior Debt; and (4)&nbsp;exercise or refrain from exercising
any rights against the Company and any other Person; provided, however, that in no event shall any
such actions limit the right of the Holders of the Securities to take any action to accelerate the
maturity of the Securities pursuant to Article&nbsp;Five of this Indenture or to pursue any rights or
remedies hereunder or under applicable laws if the taking of such action does not otherwise violate
the terms of this Article.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.9 <U>Notice to Trustee.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;The Company shall give prompt written notice to the Trustee of any fact known to the
Company which would prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the Company or a holder of
Senior Debt or from a Senior Representative or any trustee, fiduciary or agent therefor; and, prior
to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section by Noon, Eastern Time, on the third Business Day prior to the date
upon which by the terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, premium, if any, or interest on any Security), then,
anything herein contained to the contrary notwithstanding but without limiting the rights and
remedies of the holders of Senior Debt, a Senior Representative or any trustee, fiduciary or agent
thereof, the Trustee shall have full power and authority to receive such money and to apply the
same to the purpose for which such money was received and shall not be affected by any notice to
the contrary which may be received by it after such date; nor shall the Trustee be charged with
knowledge of the curing of any such default or the elimination of the act or condition preventing
any such payment unless and until the Trustee shall have received an Officer&#146;s Certificate to such
effect.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Subject to Section&nbsp;6.1, the Trustee shall be entitled to rely conclusively on the delivery
to it of a written notice to the Trustee and the Company by a Person representing himself to be a
Senior Representative or a holder of Senior Debt (or a trustee, fiduciary or agent therefor) to
establish that such notice has been given by a Senior Representative or a holder of Senior Debt (or
a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the
Company shall not affect in any way the ability of the Trustee to rely on such notice. In the
event that the Trustee determines in good faith that further evidence is required with respect to
the right of any Person as a holder of Senior Debt to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.10 <U>Reliance on Judicial Orders or Certificates.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee and the Holders of the Securities shall be entitled to rely conclusively upon any order or
decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee for the benefit of creditors, agent or other Person making such payment or distribution,
or a certificate of a Senior Representative, delivered to the Trustee or to the Holders of
Securities for the purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other Debt of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article, provided that the foregoing shall apply only if such court has been
fully apprised of the provisions of this Article.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.11 <U>Rights of Trustee as a Holder of Senior Debt; Preservation of Trustee&#146;s
Rights.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Debt which may at any time be held by it, to the same extent as
any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section&nbsp;6.7. Notwithstanding any provision of this Article&nbsp;Thirteen,
the Trustee shall have no obligation to hold in trust, pay over and deliver any payment or
distribution not in its possession.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.12 <U>Article&nbsp;Applicable to Paying Agents.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting under this Indenture, the term &#147;Trustee&#148; as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided, however, that
Section&nbsp;13.11 shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.13 <U>No Suspension of Remedies.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing contained in this Article shall limit the right of the Trustee or the Holders of
Securities to take any action to accelerate the maturity of the Securities pursuant to Article&nbsp;Five
of this Indenture or to pursue any rights or remedies hereunder or under applicable law, subject to
the rights, if any, under this Article of the holders, from time to time, of Senior Debt to receive
the cash, property or securities receivable upon the exercise of such rights or remedies.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;13.14 <U>Trustee&#146;s Relation to Senior Debt.</U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are specifically set forth in this Article, and no
implied covenants or obligations with respect to the holders of Senior Debt shall be read into this
Article against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="34%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="61%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" colspan="3" style="border-bottom: 1px solid #000000"><B>14</B><B><I>Addition of Article&nbsp;14 of the Base Indenture: Guarantees</I></B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">Set forth below is the addition of Article&nbsp;14 to the Base Indenture: Guarantees<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;14.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Guarantors&#146; Guarantee.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">For value received, each of the Guarantors, in accordance with this Article&nbsp;Fourteen, hereby
absolutely, fully, unconditionally and irrevocably guarantees, jointly and severally with each
other and with each other Person which may become a Guarantor hereunder, to the Trustee and the
Holders, as if the Guarantors were the principal debtor, the punctual payment and performance when
due of all Indenture Obligations (which for purposes of this Guarantee shall also be deemed to
include all fees, expenses and indemnities owed to the Trustee under Section&nbsp;6.7).


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.2 <U>Continuing Guarantee; No Right of Set-Off; Independent Obligation</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;This Guarantee shall be a continuing guarantee of the payment and performance of all
Indenture Obligations and shall remain in full force and effect until the payment in full of all of
the Indenture Obligations and shall apply to any ultimate balance due or remaining unpaid to the
Trustee or the Holders in respect of the Indenture Obligations; and this Guarantee shall not be
considered as wholly or partially satisfied by the payment or liquidation at any time or from time
to time of any sum of money for the time being due or remaining unpaid to the Trustee or the
Holders. Without limiting the generality of the foregoing, each Guarantor&#146;s liability shall extend
to all amounts which constitute part of the Indenture Obligations and would be owed by the Company
under this Indenture and the Securities but for the fact that they are unenforceable, reduced,
limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Each Guarantor, jointly and severally, hereby guarantees that the Indenture Obligations
shall be paid to the Trustee without set-off or counterclaim or other reduction whatsoever (whether
for taxes, withholding or otherwise) in lawful currency of the United States of America.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Each Guarantor, jointly and severally, guarantees that the Indenture Obligations shall be
paid strictly in accordance with their terms regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the rights of the holders of
the Securities.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;Each Guarantor&#146;s liability to pay or perform or cause the performance of the Indenture
Obligations under this Guarantee shall arise forthwith after demand for payment or performance by
the Trustee has been given to the Guarantors in the manner prescribed in Section&nbsp;1.6 hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;Except as provided herein, the provisions of this Article&nbsp;Fourteen cover all agreements
between the parties hereto relative to this Guarantee and none of the parties shall be bound by any
representation, warranty or promise made by any Person relative thereto which is not embodied
herein; and it is specifically acknowledged and agreed that this Guarantee has been delivered by
each Guarantor free of any conditions whatsoever and that no representations, warranties or
promises have been made to any Guarantor affecting its liabilities hereunder, and that the Trustee
shall not be bound by any representations, warranties or promises now or at any time hereafter made
by the Company to any Guarantor.


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;This Guarantee is a guarantee of payment, performance and compliance and not of
collectibility and is in no way conditioned or contingent upon any attempt to collect from or
enforce performance or compliance by the Company or upon any event or condition whatsoever.


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;The obligations of the Guarantors set forth herein constitute the full recourse
obligations of the Guarantors enforceable against them to the full extent of all their assets and
properties.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.3 <U>Guarantee Absolute</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The obligations of the Guarantors hereunder are independent of the obligations of the Company
under the Securities and this Indenture and a separate action or actions may be brought and
prosecuted against any Guarantor whether or not an action or proceeding is brought against the
Company and whether or not the Company is joined in any such action or proceeding. The liability
of the Guarantors hereunder is irrevocable, absolute and unconditional and (to the extent permitted
by law) the liability and obligations of the Guarantors hereunder shall not be released,
discharged, mitigated, waived, impaired or affected in whole or in part by:


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;any defect or lack of validity or enforceability in respect of any Debt or other
obligation of the Company or any other Person under this Indenture or the Securities, or any
agreement or instrument relating to any of the foregoing;


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;any grants of time, renewals, extensions, indulgences, releases, discharges or
modifications which the Trustee or the Holders may extend to, or make with, the Company, any
Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any
other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any
consent to or departure from, this Indenture or the Securities, including any increase or decrease
in the Indenture Obligations;


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;the taking of security from the Company, any Guarantor or any other Person, and the
release, discharge or alteration of, or other dealing with, such security;


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;the occurrence of any change in the laws, rules, regulations or ordinances of any
jurisdiction by any present or future action of any governmental authority or court amending,
varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect,
any of the Indenture Obligations and the obligations of any Guarantor hereunder;


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;the abstention from taking security from the Company, any Guarantor or any other Person or
from perfecting, continuing to keep perfected or taking advantage of any security;


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;any loss, diminution of value or lack of enforceability of any security received from the
Company, any Guarantor or any other Person, and including any other guarantees received by the
Trustee;


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;any other dealings with the Company, any Guarantor or any other Person, or with any
security;


<P align="left" style="font-size: 10pt; text-indent: 4%">(h)&nbsp;the Trustee&#146;s or the Holders&#146; acceptance of compositions from the Company or any
Guarantor;


<P align="left" style="font-size: 10pt; text-indent: 4%">(i)&nbsp;the application by the Holders or the Trustee of all monies at any time and from time to
time received from the Company, any Guarantor or any other Person on account of any indebtedness
and liabilities owing by the Company or any Guarantor to the Trustee or the Holders, in such manner
as the Trustee or the Holders deems best and the changing of such application in whole or in part
and at any time or from time to time, or any manner of application of collateral, or proceeds
thereof, to all or any of the Indenture Obligations, or the manner of sale of any collateral;


<P align="left" style="font-size: 10pt; text-indent: 4%">(j)&nbsp;the release or discharge of the Company or any Guarantor of the Securities or of any
Person liable directly as surety or otherwise by operation of law or otherwise for the Securities,
other than an express release in writing given by the Trustee, on behalf of the Holders, of the
liability and obligations of any Guarantor hereunder;


<P align="left" style="font-size: 10pt; text-indent: 4%">(k)&nbsp;any change in the name, business, capital structure or governing instrument of the Company
or any Guarantor or any refinancing or restructuring of any of the Indenture Obligations;


<P align="left" style="font-size: 10pt; text-indent: 4%">(l)&nbsp;the sale of the Company&#146;s or any Guarantor&#146;s business or any part thereof;


<P align="left" style="font-size: 10pt; text-indent: 4%">(m)&nbsp;subject to Section&nbsp;14.14, any merger or consolidation, arrangement or reorganization of
the Company, any Guarantor, any Person resulting from the merger or consolidation of the Company or
any Guarantor with any other Person or any other successor to such Person or merged or consolidated
Person or any other change in the corporate existence, structure or ownership of the Company or any
Guarantor or any change in the corporate relationship between the Company and any Guarantor, or any
termination of such relationship;


<P align="left" style="font-size: 10pt; text-indent: 4%">(n)&nbsp;the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership,
arrangement, readjustment, assignment for the benefit of creditors or distribution of the assets of
the Company or its assets or any resulting discharge of any obligations of the Company (whether
voluntary or involuntary) or of any Guarantor (whether voluntary or involuntary) or the loss of
corporate existence;


<P align="left" style="font-size: 10pt; text-indent: 4%">(o)&nbsp;subject to Section&nbsp;14.14, any arrangement or plan of reorganization affecting the Company
or any Guarantor;


<P align="left" style="font-size: 10pt; text-indent: 4%">(p)&nbsp;any failure, omission or delay on the part of the Company to conform or comply with any
term of this Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(q)&nbsp;any limitation on the liability or obligations of the Company or any other Person under
this Indenture, or any discharge, termination, cancellation, distribution, irregularity, invalidity
or unenforceability in whole or in part of this Indenture;


<P align="left" style="font-size: 10pt; text-indent: 4%">(r)&nbsp;any other circumstance (including any statute of limitations) that might otherwise
constitute a defense available to, or discharge of, the Company or any Guarantor; or


<P align="left" style="font-size: 10pt; text-indent: 4%">(s)&nbsp;any modification, compromise, settlement or release by the Trustee, or by operation of law
or otherwise, of the Indenture Obligations or the liability of the Company or any other obligor
under the Securities, in whole or in part, and any refusal of payment by the Trustee, in whole or
in part, from any other obligor or other guarantor in connection with any of the Indenture
Obligations, whether or not with notice to, or further assent by, or any reservation of rights
against, each of the Guarantors.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.4 <U>Right to Demand Full Performance</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">In the event of any demand for payment or performance by the Trustee from any Guarantor
hereunder, subject to the subordination provisions of this Article&nbsp;Fourteen, the Trustee or the
Holders shall have the right to demand its full claim and to receive all dividends or other
payments in respect thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any balance which may be
owing to the Trustee or the Holders by the Company under this Indenture and the Securities. The
retention by the Trustee or the Holders of any security, prior to the realization by the Trustee or
the Holders of its rights to such security upon foreclosure thereon, shall not, as between the
Trustee and any Guarantor, be considered as a purchase of such security, or as payment,
satisfaction or reduction of the Indenture Obligations due to the Trustee or the Holders by the
Company or any part thereof. Each Guarantor, promptly after demand, subject to the subordination
provisions of this Article&nbsp;Fourteen, shall reimburse the Trustee and the Holders for all costs and
expenses of collecting such amount under, or enforcing this Guarantee, including, without
limitation, the reasonable fees and expenses of counsel.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.5 <U>Waivers</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Each Guarantor hereby expressly waives (to the extent permitted by law) notice of the
acceptance of this Guarantee and notice of the existence, renewal, extension or the
non-performance, non-payment, or non-observance on the part of the Company of any of the terms,
covenants, conditions and provisions of this Indenture or the Securities or any other notice
whatsoever to or upon the Company or such Guarantor with respect to the Indenture Obligations,
whether by statute, rule of law or otherwise. Each Guarantor hereby acknowledges communication to
it of the terms of this Indenture and the Securities and all of the provisions therein contained
and consents to and approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment with respect to (i)&nbsp;any
notice of sale, transfer or other disposition of any right, title to or interest in the Securities
by the Holders or in this Indenture, (ii)&nbsp;any release of any Guarantor from its obligations
hereunder resulting from any loss by it of its rights of subrogation hereunder and (iii)&nbsp;any other
circumstances whatsoever that might otherwise constitute a legal or equitable discharge, release or
defense of a guarantor or surety or that might otherwise limit recourse against such Guarantor.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Without prejudice to any of the rights or recourses which the Trustee or the Holders may
have against the Company, each Guarantor hereby expressly waives (to the extent permitted by law)
any right to require the Trustee or the Holders to:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enforce, assert, exercise, initiate or exhaust any rights, remedies or recourse
against the Company, any Guarantor or any other Person under this Indenture or
otherwise;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>value, realize upon, or dispose of any security of the Company or any other
Person held by the Trustee or the Holders;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>initiate or exhaust any other remedy which the Trustee or the Holders may have
in law or equity; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>mitigate the damages resulting from any default under this Indenture;</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">before requiring or becoming entitled to demand payment from such Guarantor under this Guarantee.</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD align="left" valign="top">Section&nbsp;14.6
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Guarantors Remain Obligated in Event the Company Is No Longer Obligated to<BR>
Discharge Indenture Obligations.</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">It is the express intention of the Trustee and the Guarantors that if for any reason the
Company has no legal existence, is or becomes under no legal obligation to discharge the Indenture
Obligations owing to the Trustee or the Holders by the Company or if any of the Indenture
Obligations owing by the Company to the Trustee or the Holders becomes irrecoverable from the
Company by operation of law or for any reason whatsoever, this Guarantee and the covenants,
agreements and obligations of the Guarantors contained in this Article&nbsp;Fourteen shall nevertheless
be binding upon the Guarantors, as principal debtor, until such time as all such Indenture
Obligations have been paid in full to the Trustee and all Indenture Obligations owing to the
Trustee or the Holders by the Company have been discharged, or such earlier time as Section&nbsp;402
shall apply to the Securities and the Guarantors shall be responsible for the payment thereof to
the Trustee or the Holders upon demand.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.7 <U>Fraudulent Conveyance; Contribution; Subrogation</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Each Guarantor that is a Subsidiary of the Company, and by its acceptance hereof each
Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes
of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law. To effectuate the foregoing intention, the Holders and such
Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall
be limited to the maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor, and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to its contribution obligations under this Indenture, will result in the
obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or
conveyance.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled
to a contribution from each other Guarantor, if any, in a pro rata amount based on the net assets
of each Guarantor, determined in accordance with GAAP.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Each Guarantor hereby waives all rights of subrogation or contribution, whether arising by
contract or operation of law (including, without limitation, any such right arising under federal
bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this
Article&nbsp;Fourteen until payment in full of all Indenture Obligations.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.8 <U>Guarantee Is in Addition to Other Security</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Guarantee shall be in addition to and not in substitution for any other guarantees or
other security which the Trustee may now or hereafter hold in respect of the Indenture Obligations
owing to the Trustee or the Holders by the Company and (except as may be required by law) the
Trustee shall be under no obligation to marshal in favor of each of the Guarantors any other
guarantees or other security or any moneys or other assets which the Trustee may be entitled to
receive or upon which the Trustee or the Holders may have a claim.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.9 <U>Release of Security Interests</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Without limiting the generality of the foregoing and except as otherwise provided in this
Indenture, each Guarantor hereby consents and agrees, to the fullest extent permitted by applicable
law, that the rights of the Trustee hereunder, and the liability of the Guarantors hereunder, shall
not be affected by any and all releases for any purpose of any collateral, if any, from the Liens
and security interests created by any collateral document and that this Guarantee shall continue to
be effective or be reinstated, as the case may be, if at any time any payment of any of the
Indenture Obligations is rescinded or must otherwise be returned by the Trustee upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment
had not been made.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.10 <U>No Bar to Further Actions</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Except as provided by law, no action or proceeding brought or instituted under
Article&nbsp;Fourteen and this Guarantee and no recovery or judgment in pursuance thereof shall be a bar
or defense to any further action or proceeding which may be brought under Article&nbsp;Fourteen and this
Guarantee by reason of any further default or defaults under Article&nbsp;Fourteen and this Guarantee or
in the payment of any of the Indenture Obligations owing by the Company.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.11 <U>Failure to Exercise Rights Shall Not Operate as a Waiver; No Suspension of
Remedies</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;No failure to exercise and no delay in exercising, on the part of the Trustee or the
Holders, any right, power, privilege or remedy under this Article&nbsp;Fourteen and this Guarantee shall
operate as a waiver thereof, nor shall any single or partial exercise of any rights, power,
privilege or remedy preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative
and not exclusive of any rights or remedies provided in law or equity.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Nothing contained in this Article&nbsp;Fourteen shall limit the right of the Trustee or the
Holders to take any action to accelerate the maturity of the Securities pursuant to Article&nbsp;Five or
to pursue any rights or remedies hereunder or under applicable law.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.12 <U>Trustee&#146;s Duties, Notice to Trustee</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Any provision in this Article&nbsp;Fourteen or elsewhere in this Indenture allowing the Trustee
to request any information or to take any action authorized by, or on behalf of any Guarantor,
shall be permissive and shall not be obligatory on the Trustee except as the Holders may direct in
accordance with the provisions of this Indenture or where the failure of the Trustee to request any
such information or to take any such action arises from the Trustee&#146;s negligence, bad faith or
willful misconduct.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;The Trustee shall not be required to inquire into the existence, powers or capacities of
the Company, any Guarantor or the officers, directors or agents acting or purporting to act on
their respective behalf.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.13 <U>Successors and Assigns</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">All terms, agreements and conditions of this Article&nbsp;Fourteen shall extend to and be binding
upon each Guarantor and its successors and permitted assigns and shall enure to the benefit of and
may be enforced by the Trustee and its successors and assigns; <I>provided</I>, <I>however</I>, that the
Guarantors may not assign any of their rights or obligations hereunder other than in accordance
with Article&nbsp;Eight.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.14 <U>Release of Guarantee</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Concurrently with the payment in full of all of the Indenture Obligations, the Guarantors
shall be released from and relieved of their obligations under this Article&nbsp;Fourteen. Upon the
delivery by the Company to the Trustee of an Officer&#146;s Certificate and an Opinion of Counsel to the
effect that the transaction giving rise to the release of this Guarantee was made by the Company in
accordance with the provisions of this Indenture and the Securities, the Trustee shall execute any
documents reasonably required in order to evidence the release of the Guarantors from their
obligations under this Guarantee. If any of the Indenture Obligations are revived and reinstated
after the termination of this Guarantee, then all of the obligations of the Guarantors under this
Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such
time as the Indenture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and
reinstatement.


<P align="left" style="font-size: 10pt; text-indent: 4%">This Guarantee shall terminate with respect to each Guarantor and shall be automatically and
unconditionally released and discharged as provided in Section&nbsp;10.13(d).


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.15 <U>Execution of Guarantee</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Each Guarantor hereby agrees that its Guarantee set forth in Section&nbsp;14.1 shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such
Guarantee on the Notes. The delivery of any Note by the Trustee, after authentication thereof
under this Indenture, shall constitute due delivery of the Guarantee set forth in this Indenture on
behalf of the Guarantors.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Any Person that was not a Guarantor on the Issue Date may become a Guarantor by executing
and delivering to the Trustee (i)&nbsp;a supplemental indenture, which subjects such Person to the
provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii)&nbsp;an
Officer&#146;s Certificate, and (iii)&nbsp;an Opinion of Counsel to the effect that such supplemental
indenture has been duly authorized and executed by such Person and constitutes the legal, valid and
binding obligation of such Person (subject to such customary assumptions and exceptions as may be
acceptable to the Trustee in its reasonable discretion).


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;A Guarantee shall be valid notwithstanding the fact that an officer whose signature is on
this Indenture no longer holds that office at the time the Trustee authenticates the Note.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.16 <U>Guarantee Subordinate to Senior Debt</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Each Guarantor covenants and agrees, and each Holder of a Guarantee, by its acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth
in this Article, the payment of the Indenture Obligations are hereby expressly made subordinate and
junior and subject in right of payment as provided in this Article&nbsp;to the prior payment in full in
cash (or as otherwise agreed to by the holders of Senior Guarantor Debt) of all Senior Guarantor
Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">This Article&nbsp;Fourteen shall constitute a continuing offer to all Persons who, in reliance upon
such provisions, become holders of, or continue to hold Senior Guarantor Debt; and such provisions
are made for the benefit of the holders of Senior Guarantor Debt; and such holders are made
obligees hereunder and they or each of them may enforce directly such provisions.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.17 <U>Payment Over of Proceeds Upon Dissolution of the Guarantor, etc</U><B>.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">In the event of (a)&nbsp;any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection therewith, relative
to any Guarantor or its assets, or (b)&nbsp;any liquidation, dissolution or other winding up of any
Guarantor, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy
(c)&nbsp;any assignment for the benefit of creditors or any other marshaling of assets or liabilities of
any Guarantor, then and in any such event


<P align="left" style="font-size: 10pt; text-indent: 8%">(1)&nbsp;all amounts due or to become due on or in respect of the Senior Guarantor Debt shall first
be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Debt) before
the Holders of the Securities are entitled to receive any payment or distribution of any kind or
character (excluding Permitted Guarantor Junior Payments) on account of the Guarantee of such
Guarantor (other than amounts previously set aside with the Trustee, or payments previously made or
set aside, in either case, pursuant to the provisions of Sections&nbsp;15.2 and 15.3 of this Indenture);
and


<P align="left" style="font-size: 10pt; text-indent: 8%">(2)&nbsp;any payment or distribution of assets of any Guarantor of any kind or character, whether
in cash, property or securities (excluding Permitted Guarantor Junior Payments), set-off or
otherwise, to which the Holders or the Trustee would be entitled but for the subordination
provisions of this Article&nbsp;shall be paid by the liquidating trustee or agent or other Person making
such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or
otherwise, directly to the holders of Senior Guarantor Debt or their representative or
representatives or to the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Guarantor Debt may have been issued, ratably according to the
aggregate amounts remaining unpaid on account of the Senior Guarantor Debt held or represented by
each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the
holders of Senior Guarantor Debt) of all Senior Guarantor Debt remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior Guarantor Debt; and


<P align="left" style="font-size: 10pt; text-indent: 8%">(3)&nbsp;in the event that, notwithstanding the foregoing provisions of this Section, the Trustee
or the Holder of any Security shall have received any payment or distribution of assets of any
Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted
Guarantor Junior Payments), in respect of any of the obligations of such Guarantor under the
Guarantee of such Guarantor before all Senior Guarantor Debt is paid in full in cash (or as
otherwise agreed to by the holders of Senior Guarantor Debt), then and in such event such payment
or distribution (excluding Permitted Guarantor Junior Payments) shall be held in trust for the
benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Guarantor Debt
for application to the payment of all Senior Guarantor Debt remaining unpaid, to the extent
necessary to pay all Senior Guarantor Debt in full in cash (or as otherwise agreed to by the
holders of Senior Guarantor Debt) after giving effect to any concurrent payment or distribution to
or for the holders of Senior Guarantor Debt.


<P align="left" style="font-size: 10pt; text-indent: 4%">The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another
Person or the liquidation or dissolution of any Guarantor following the sale, assignment,
conveyance, transfer, lease or other disposal of its properties and assets substantially as an
entirety to another Person upon the terms and conditions set forth in Article&nbsp;Eight shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of
creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this
Section&nbsp;if the Person formed by such consolidation or the surviving entity of such merger or the
Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such
properties and assets substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with
the conditions set forth in Article&nbsp;Eight.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.18 <U>Default on Senior Guarantor Debt</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Upon the maturity of any Senior Guarantor Debt by lapse of time, acceleration or
otherwise, all principal thereof and interest thereon and other amounts due in connection therewith
shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor
Debt) before any payment is made by any of the Guarantors or any Person acting on behalf of any of
the Guarantors in respect of the Guarantee of such Guarantor.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;No payment (excluding payments in the form of Permitted Guarantor Junior Payments) shall
be made by any Guarantor in respect of its Guarantee during any period in which Section&nbsp;14.17 shall
be applicable, while any Payment Default (as defined in Section&nbsp;13.3(a)&nbsp;of this Indenture) exists
or during any Payment Blockage Period in effect under Sections&nbsp;13.3(b) and (c)&nbsp;of this Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;In the event that, notwithstanding the foregoing, any Guarantor shall make any payment to
the Trustee or the Holder of its Guarantee prohibited by the foregoing provisions of this Section,
then and in such event such payment shall be held in trust for the benefit of, and shall be paid
over and delivered forthwith to, the holders of the Senior Guarantor Debt <I>(pro rata </I>to such
holders) or their respective Senior Representatives, as their interests may appear, for application
to the Senior Guarantor Debt until the Senior Guarantor Debt has been paid in full in cash (or as
otherwise agreed by the holders of Senior Guarantor Debt).


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.19 <U>Payment Permitted by Each of the Guarantors if No Default</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing contained in this Article, elsewhere in this Indenture or in any of the Securities
shall prevent any Guarantor, at any time except during the pendency of any case, proceeding,
dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other
marshaling of assets and liabilities of such Guarantor referred to in Section&nbsp;14.17 or under the
conditions described in Section&nbsp;14.18, from making payments at any time on its Guarantee.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.20 <U>Subrogation to Rights of Holders of Senior Guarantor Debt</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">After the payment in full of all Senior Guarantor Debt in cash (or as otherwise agreed by
holders of Senior Guarantor Debt), the Holders of the Securities shall be subrogated to the rights
of the holders of such Senior Guarantor Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Guarantor Debt until the principal of, premium, if
any, and interest on, the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of Senior Guarantor Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of this Article&nbsp;to the
holders of Senior Guarantor Debt by Holders of the Securities or the Trustee, shall, as among any
Guarantor, its creditors other than holders of Senior Guarantor Debt, and the Holders of the
Securities, be deemed to be a payment or distribution by such Guarantor to or on account of the
Senior Guarantor Debt.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.21 <U>Provisions Solely to Define Relative Rights</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The provisions of Sections&nbsp;14.16 through 14.29 of this Indenture are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the one hand and the
holders of Senior Guarantor Debt on the other hand. Nothing contained in this Article&nbsp;or elsewhere
in this Indenture or in the Securities is intended to or shall (a)&nbsp;impair, as among any Guarantor,
its creditors other than holders of Senior Guarantor Debt and the Holders of the Securities, the
obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders
of the Securities in respect of its obligations under the Guarantee as and when the same shall
become due and payable in accordance with their terms; or (b)&nbsp;affect the relative rights against
each of the Guarantors of the Holders of the Securities and creditors of each of the Guarantors
other than the holders of Senior Guarantor Debt; or (c)&nbsp;prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article&nbsp;of the holders of Senior Guarantor
Debt (1)&nbsp;in any case, proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshaling of assets and liabilities of the Guarantors referred to in
Section&nbsp;14.17, to receive, pursuant to and in accordance with such Section, cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder, or (2)&nbsp;under the
conditions specified in Section&nbsp;14.18, to prevent any payment prohibited by such Section&nbsp;or enforce
their rights pursuant to Section&nbsp;14.18(c).


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.22 <U>Trustee to Effectuate Subordination</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Each Holder of a Security by such Holder&#146;s acceptance thereof authorizes and directs the
Trustee on such Holder&#146;s behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article&nbsp;and appoints the Trustee such Holder&#146;s
attorney-in-fact for any and all such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of any Guarantor whether in bankruptcy, insolvency,
receivership proceedings, or otherwise, the timely filing of a claim for the unpaid balance of the
Debt of any Guarantor owing to such Holder in the form required in such proceedings and the causing
of such claim to be approved.


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Trustee does not file a proper claim or proof of debt in the form required in such
proceeding prior to 30&nbsp;days before the expiration of the time to file such claim or claims, then
the holders of the Senior Guarantor Debt or their Senior Representatives are hereby authorized to
have the right to file and are hereby authorized to file an appropriate claim for and on behalf of
Holders of said Securities. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Guarantor Debt or their Senior Representatives to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Guarantor Debt or their Senior Representatives to vote in respect
of the claim of any Holder in any such proceeding.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.23 <U>No Waiver of Subordination Provisions</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;No right of any present or future holder of any Senior Guarantor Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of any Guarantor or by any act or failure to act, in good faith, by
any such holder, or by any non-compliance by any Guarantor with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise
charged with.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Without limiting the generality of subsection&nbsp;(a)&nbsp;of this Section, the holders of Senior
Guarantor Debt may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in this Article&nbsp;or the
obligations hereunder of the Holders of the Securities to the holders of Senior Guarantor Debt, do
any one or more of the <I>following: </I>(1)&nbsp;change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Guarantor Debt or any instrument evidencing the same
or any agreement under which Senior Guarantor Debt is or may be outstanding; (2)&nbsp;sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Guarantor Debt; (3)&nbsp;release any Person liable in any manner from the collection or payment of
Senior Guarantor Debt; and (4)&nbsp;exercise or refrain from exercising any rights against any of the
Guarantors and any other Person; <I>provided</I>, <I>however</I>, that in no event shall any such actions limit
the right of the Holders of the Securities to take any action to accelerate the maturity of the
Securities pursuant to Article&nbsp;Five of this Indenture or to pursue any rights or remedies hereunder
or under applicable laws if the taking of such action does not otherwise violate the terms of this
Article.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.24 <U>Notice to Trustee by Each of the Guarantors</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Each Guarantor shall give prompt written notice to the Trustee of any fact known to such
Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its
Guarantee. Notwithstanding the provisions of this Article&nbsp;or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from any Guarantor or a holder of
Senior Guarantor Debt or any trustee, fiduciary or agent therefor; and, prior to the receipt of any
such written notice, the Trustee shall be entitled in all respects to assume that no such facts
exist; <I>provided</I>, <I>however</I>, that if the Trustee shall not have received the notice provided for in
this Section&nbsp;by Noon, Eastern Time, on the third Business Day prior to the date upon which by the
terms hereof any money may be payable for any purpose (including, without limitation, the payment
of the principal of, premium, if any, or interest on any Security), then, anything herein contained
to the contrary notwithstanding but without limiting the rights and remedies of the holders of
Senior Guarantor Debt or any trustee, fiduciary or agent thereof, the Trustee shall have full power
and authority to receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be received by it after
such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the
elimination of the act or condition preventing any such payment unless and until the Trustee shall
have received an Officer&#146;s Certificate to such effect.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Subject to Section&nbsp;6.1, the Trustee shall be entitled to rely conclusively on the delivery
to it of a written notice to the Trustee and each Guarantor by a Person which represents itself as
a representative of one or more holders of Senior Guarantor Debt or a holder of Senior Guarantor
Debt (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a
representative of or a holder of Senior Guarantor Debt (or a trustee, fiduciary or agent therefor);
<I>provided</I>, <I>however</I>, that failure to give such notice to the Company or any Guarantor shall not
affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee
determines in good faith that further evidence is required with respect to the right of any Person
as a holder of Senior Guarantor Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Guarantor Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.25 <U>Reliance on Judicial Orders or Certificates</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon any payment or distribution of assets of any Guarantor referred to in this Article, the
Trustee and the Holders of the Securities shall be entitled to rely conclusively upon any order or
decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee for the benefit of creditors, agent or other Person making such payment or distribution,
or a certificate of a Senior Representative delivered to the Trustee or to the Holders of
Securities for the purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Guarantor Debt and other Debt of such Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article, <I>provided that </I>the foregoing shall apply only if such court
has been fully apprised of the provisions of this Article.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.26 <U>Rights of Trustee as a Holder of Senior Guarantor Debt; Preservation of Trustee&#146;s
Rights</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article&nbsp;with respect to any Senior Guarantor Debt which may at any time be held by it, to the same
extent as any other holder of Senior Guarantor Debt, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder. Nothing in Sections&nbsp;14.16 through 14.25 of this
Article&nbsp;shall apply to claims of, or payments to, the Trustee under or pursuant to Section&nbsp;6.7.
Notwithstanding any provision of this Article&nbsp;14, the Trustee shall have no obligation to hold in
trust, pay over and deliver any payment or distribution not in its possession.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.27 <U>Article&nbsp;Applicable to Paying Agents</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting under this Indenture, the term &#147;<U>Trustee</U>&#148; as used in this
Article&nbsp;shall in such case (unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article&nbsp;in addition to or in place of the Trustee; <I>provided</I>,
<I>however</I>, that Section&nbsp;14.26 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.28 <U>No Suspension of Remedies</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing contained in this Article&nbsp;shall limit the right of the Trustee or the Holders of
Securities to take any action to accelerate the maturity of the Securities pursuant to Article&nbsp;Five
of this Indenture or to pursue any rights or remedies hereunder or under applicable law, subject to
the rights, if any, under this Article&nbsp;of the holders, from time to time, of Senior Guarantor Debt
to receive the cash, property or securities receivable upon the exercise of such rights or
remedies.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;14.29 <U>Trustee&#146;s Relation to Senior Guarantor Debt</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">With respect to the holders of Senior Guarantor Debt, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth in this Article,
and no implied covenants or obligations with respect to the holders of the Senior Guarantor Debt
shall be read into this Article&nbsp;against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Guarantor Debt.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>15</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Addition of Article&nbsp;15 of the Base Indenture: Defeasance and Covenant Defeasance</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Set forth below is the addition of Article&nbsp;15 to the Base Indenture: Defeasance and Covenant
Defeasance


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;15.1 <U>Company&#146;s Option to Effect Defeasance or Covenant Defeasance</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company may, at its option by Board Resolution, at any time, with respect to the
Securities, elect to have either Section&nbsp;15.2 or Section&nbsp;15.3 be applied to all of the Outstanding
Securities (the &#147;<U>Defeased Securities</U>&#148;), upon compliance with the conditions set forth below
in this Article&nbsp;Fifteen.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;15.2 <U>Defeasance and Discharge</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the Company&#146;s exercise under Section&nbsp;15.1 of the option applicable to this Section&nbsp;15.2,
the Company, each Guarantor and any other obligor upon the Securities, if any, shall be deemed to
have been discharged from its obligations with respect to the Defeased Securities on the date the
conditions set forth in Section&nbsp;15.4 below are satisfied (hereinafter, &#147;<U>defeasance</U>&#148;). For
this purpose, such defeasance means that the Company, each Guarantor and any other obligor under
this Indenture shall be deemed to have paid and discharged the entire Debt represented by the
Defeased Securities, which shall thereafter be deemed to be &#147;Outstanding&#148; only for the purposes of
Section&nbsp;15.5 and the other Sections&nbsp;of this Indenture referred to in clauses&nbsp;(a)&nbsp;and (b)&nbsp;below, and
to have satisfied all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company and upon Company
Request, shall execute proper instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder: (a)&nbsp;the rights of Holders of
Defeased Securities to receive, solely from the trust fund described in Section&nbsp;15.4 and as more
fully set forth in such Section, payments in respect of the principal of, premium, if any, and
interest on, such Securities, when such payments are due, (b)&nbsp;the Company&#146;s obligations with
respect to such Defeased Securities under Sections&nbsp;3.4, 3.5, 3.6, 10.2 and 10.3, (c)&nbsp;the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including, without limitation, the
Trustee&#146;s rights under Section&nbsp;6.7, and (d)&nbsp;this Article&nbsp;Fifteen. Subject to compliance with this
Article&nbsp;Four, the Company may exercise its option under this Section&nbsp;15.2 notwithstanding the prior
exercise of its option under Section&nbsp;15.3 with respect to the Securities.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;15.3 <U>Covenant Defeasance</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the Company&#146;s exercise under Section&nbsp;15.1 of the option applicable to this Section&nbsp;15.3,
the Company and each Guarantor shall be released from their obligations under any covenant or
provision contained or referred to in Sections&nbsp;10.8 through 10.17, inclusive, and the provisions of
clause&nbsp;(iii)&nbsp;of Section&nbsp;8.1(a), with respect to the Defeased Securities, on and after the date the
conditions set forth in Section&nbsp;15.4 below are satisfied (hereinafter, &#147;<U>covenant
defeasance</U>&#148;), and the Defeased Securities shall thereafter be deemed to be not &#147;Outstanding&#148;
for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed
&#147;Outstanding&#148; for all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to the Defeased Securities, the Company and each Guarantor may omit to comply
with and shall have no liability in respect of any term, condition or limitation set forth in any
such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any
such Section&nbsp;or by reason of any reference in any such Section&nbsp;to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or an Event of
Default under Section&nbsp;5.1(c), (d)&nbsp;or (f)&nbsp;but, except as specified above, the remainder of this
Indenture and such Defeased Securities shall be unaffected thereby.


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;15.4 <U>Conditions to Defeasance or Covenant Defeasance</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The following shall be the conditions to application of either Section&nbsp;15.2 or Section&nbsp;15.3 to
the Defeased Securities:


<P align="left" style="font-size: 10pt; text-indent: 8%">1.&nbsp;The Company shall irrevocably have deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such Securities, (a)&nbsp;cash in
United States dollars in an amount, (b)&nbsp;U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms and with no
further reinvestment shall provide, not later than one&nbsp;day before the due date of payment, money in
an amount, or (c)&nbsp;a combination of cash and U.S. Government Obligations, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public accountants or a
nationally recognized investment banking firm expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay
and discharge, the principal of, premium, if any, and interest on, the Defeased Securities, on the
Stated Maturity of such principal or interest (or on any date after December&nbsp;1, 2019 (such date
being referred to as the &#147;<U>Defeasance Redemption Date</U>&#148;), if at or prior to electing either
defeasance or covenant defeasance, the Company has delivered to the Trustee an irrevocable notice
to redeem all of the Outstanding Securities on the Defeasance Redemption Date). For this purpose,
&#147;<U>U.S. Government Obligations</U>&#148; means securities that are (i)&nbsp;direct obligations of the
United States of America for the timely payment of which its full faith and credit is pledged or
(ii)&nbsp;obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in Section&nbsp;3(a)(2)&nbsp;of the Securities Act), as custodian with
respect to any such U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of the holder of such
depository receipt, <I>provided that </I>(except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific payment of
principal of or interest on the U.S. Government Obligation evidenced by such depository receipt;


<P align="left" style="font-size: 10pt; text-indent: 8%">2.&nbsp;In the case of an election under Section&nbsp;15.2, the Company shall have delivered to the
Trustee an Opinion of Independent Counsel in the United States stating that (A)&nbsp;the Company has
received from, or there has been published by, the Internal Revenue Service a ruling or (B)&nbsp;since
the Issue Date, there has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Independent Counsel in the United States shall
confirm that, the beneficial owners of the Outstanding Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such defeasance had not occurred;


<P align="left" style="font-size: 10pt; text-indent: 8%">3.&nbsp;In the case of an election under Section&nbsp;15.3, the Company shall have delivered to the
Trustee an Opinion of Independent Counsel in the United States to the effect that the beneficial
owners of the Outstanding Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such covenant defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such covenant
defeasance had not occurred;


<P align="left" style="font-size: 10pt; text-indent: 8%">4.&nbsp;No Default or Event of Default shall have occurred and be continuing on the date of such
deposit or insofar as Section&nbsp;5.1(g)&nbsp;or (h)&nbsp;with respect to the Company is concerned, at any time
during the period ending on the 91st&nbsp;day after the date of deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period) (other than a Default
which results from the borrowing of amounts to finance the defeasance and which borrowing does not
result in a breach or violation of, or constitute a default under, any other material agreement or
instrument to which the Company or any Restricted Subsidiary is a party or to which it is bound);


<P align="left" style="font-size: 10pt; text-indent: 8%">5.&nbsp;Such defeasance or covenant defeasance shall not cause the Trustee for the Securities to
have a conflicting interest in violation of and for purposes of the Trust Indenture Act with
respect to any other securities of the Company or any Guarantor;


<P align="left" style="font-size: 10pt; text-indent: 8%">6.&nbsp;Such defeasance or covenant defeasance shall not result in a breach or violation of, or
constitute a Default under, this Indenture or any other material agreement or instrument to which
the Company, any Guarantor or any Restricted Subsidiary is a party or by which it is bound;


<P align="left" style="font-size: 10pt; text-indent: 8%">7.&nbsp;The Company shall have delivered to the Trustee an Opinion of Independent Counsel in the
United States to the effect that (assuming that no Holder of any Securities would be considered an
insider of the Company under any applicable bankruptcy or insolvency law and assuming no
intervening bankruptcy or insolvency of the Company between the date of deposit and the 91st&nbsp;day
following the deposit) after the 91st&nbsp;day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors&#146; rights generally;


<P align="left" style="font-size: 10pt; text-indent: 8%">8.&nbsp;The Company shall have delivered to the Trustee an Officer&#146;s Certificate stating that the
deposit was not made by the Company with the intent of preferring the holders of the Securities or
any Guarantee over the other creditors of the Company or any Guarantor with the intent of
defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others;


<P align="left" style="font-size: 10pt; text-indent: 8%">9.&nbsp;No event or condition shall exist that would prevent the Company from making payments of
the principal of, premium, if any, and interest on the Securities on the date of such deposit or at
any time ending on the 91st&nbsp;day after the date of such deposit; and


<P align="left" style="font-size: 10pt; text-indent: 8%">10.&nbsp;The Company shall have delivered to the Trustee an Officer&#146;s Certificate and an Opinion of
Independent Counsel, each stating that all conditions precedent provided for relating to either the
defeasance under Section&nbsp;15.2 or the covenant defeasance under Section&nbsp;15.3 (as the case may be)
have been complied with.


<P align="left" style="font-size: 10pt; text-indent: 4%">Opinions of Counsel or Opinions of Independent Counsel required to be delivered under this
Section&nbsp;shall be in form and substance reasonably satisfactory to the Trustee and may have
qualifications customary for opinions of the type required and counsel delivering such opinions may
rely on certificates of the Company or government or other officials customary for opinions of the
type required, which certificates shall be limited as to matters of fact, including that various
financial covenants have been complied with. Opinions delivered on the date of deposit may assume
that no events specified in clauses&nbsp;(4), (7)&nbsp;and (9)&nbsp;will occur in the 91&nbsp;days following the date
of deposit.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;15.5 <U>Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Subject to the provisions of the last paragraph&nbsp;of Section&nbsp;10.3, all United States dollars and
U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to
Section&nbsp;15.4 in respect of the Defeased Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (excluding the Company or any of its Affiliates acting
as Paying Agent), as the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section&nbsp;15.4 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is imposed, assessed or for the account of the Holders of the Defeased Securities<I>;
provided that </I>the Trustee shall be entitled to charge any such tax, fee or other charge to such
Holder&#146;s account.


<P align="left" style="font-size: 10pt; text-indent: 4%">Anything in this Article&nbsp;Fifteen to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any United States dollars or U.S.
Government Obligations held by it as provided in Section&nbsp;15.4 which, in the opinion of a nationally
recognized firm of independent public accountants, investment bank or appraisal firm expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect defeasance or covenant defeasance.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;15.6 <U>Reinstatement<B>.</B></U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">If the Trustee or Paying Agent is unable to apply any United States dollars or U.S.&nbsp;Government
Obligations in accordance with Section&nbsp;15.2 or 15.3, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company&#146;s obligations under this Indenture and the Securities and any
Guarantor&#146;s obligations under any Guarantee shall be revived and reinstated, with present and
prospective effect, as though no deposit had occurred pursuant to Section&nbsp;15.2 or 15.3, as the case
may be, until such time as the Trustee or Paying Agent is permitted to apply all such United States
dollars or U.S. Government Obligations in accordance with Section&nbsp;15.2 or 15.3, as the case may be;
<I>provided</I>, <I>however</I>, that (a)&nbsp;if the Company makes any payment to the Trustee or Paying Agent of
principal of, premium, if any, or interest on any Security following the reinstatement of its
obligations, the Trustee or Paying Agent shall promptly pay any such amount to the Holders of the
Securities and the Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the United States dollars and U.S. Government Obligations held by the
Trustee or Paying Agent; and (b)&nbsp;unless otherwise required by any legal proceeding or any other
order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return
all such money and U.S. Government Obligations to the Company promptly after receiving a written
request therefore at any time, if such reinstatement of the Company&#146;s obligations has occurred and
continues to be in effect.


<P align="center" style="font-size: 10pt"><B>SECTION&nbsp;THREE</B>



<P align="center" style="font-size: 10pt"><B>ADDITIONAL TERMS OF THE SUPPLEMENTAL INDENTURE</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Interpretation of Base and Supplemental Indenture</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all
respects ratified and confirmed, and the Base Indenture and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument. All provisions included in this
Supplemental Indenture supersede any similar provisions included in the Base Indenture unless not
permitted by law.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Conflict of Any Provision of Indenture with Trust Indenture Act</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">If any provision hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Supplemental Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Successors and Assigns</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">All covenants and agreements in this Supplemental Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Severability</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Benefits of Indenture</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">Nothing in this Supplemental Indenture, expressed or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, and the Holders of the Notes any benefit or
any legal or equitable right, remedy or claim under this Supplemental Indenture.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>6</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Governing Law</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Supplemental Indenture and each Note shall be deemed to a contract made under the laws of
the State of New York and this Supplemental Indenture and each such Note shall be governed by and
construed in accordance with the laws of the State of New York, without regard to conflicts of laws
principles that would apply any other law.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>7</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Definitions</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">All terms used in this Supplemental Indenture not otherwise defined herein that are defined in
the Base Indenture shall have the meanings set forth therein.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>8</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Duplicate Originals</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">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.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>9</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Trustee Not Responsible for Recitals</I></B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">The recitals contained herein shall be taken as the statements of the Company and the
Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be
duly executed, and attested, all as of the&nbsp;day and&nbsp;year first above written.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="22%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="73%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PENSKE AUTOMOTIVE GROUP, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Shane M. Spradlin</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Shane M. Spradlin</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Title: Executive Vice President, General Counsel and <BR>
Secretary</TD>
</TR>




</TABLE>

<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>



<P align="left" style="margin-left:23%; font-size: 10pt">The Bank of New York Mellon Trust Company, N.A., as
Trustee



<P align="left" style="margin-left:25%; font-size: 10pt">By: <U>/s/ Lawrence M. Kusch</U><BR>
Name: Lawrence M. Kusch<BR>
Title: Vice President<BR>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="left" style="margin-left:23%; font-size: 10pt">THE GUARANTORS



<P align="left" style="margin-left:23%; font-size: 10pt">ATLANTIC AUTO FUNDING CORPORATION



<P align="left" style="margin-left:23%; font-size: 10pt"><BR>
ATLANTIC AUTO SECOND FUNDING CORPORATION
<BR>
ATLANTIC AUTO THIRD FUNDING CORPORATION
<BR>
AUTO MALL PAYROLL SERVICES, INC.
<BR>
AUTOMOTIVE MEDIA HOLDINGS, LLC
<BR>
BRETT MORGAN CHEVROLET-GEO, INC.
<BR>
CENTRAL FORD CENTER, INC.
<BR>
CJNS, LLC
<BR>
CLASSIC AUTO GROUP, INC.
<BR>
CLASSIC ENTERPRISES, LLC
<BR>
CLASSIC IMPORTS, INC.
<BR>
CLASSIC MANAGEMENT COMPANY, INC.
<BR>
CLASSIC MOTOR SALES, LLC
<BR>
CLASSIC NISSAN OF TURNERSVILLE, LLC
<BR>
CLASSIC SPECIAL ADVERTISING, INC.
<BR>
CLASSIC SPECIAL AUTOMOTIVE GP, LLC
<BR>
CLASSIC SPECIAL, LLC
<BR>
CLASSIC TURNERSVILLE, INC.
<BR>
COVINGTON PIKE DODGE, INC.
<BR>
CYCLE HOLDINGS, LLC
<BR>
DAN YOUNG CHEVROLET, INC.
<BR>
DEALER ACCESSORIES, LLC
<BR>
DIFEO PARTNERSHIP, LLC
<BR>
EUROPA AUTO IMPORTS, INC.
<BR>
FLORIDA CHRYSLER PLYMOUTH, INC.
<BR>
FRN OF TULSA, LLC
<BR>
GENE REED CHEVROLET, INC.
<BR>
GMG MOTORS, INC.
<BR>
GOODSON NORTH, LLC
<BR>
GOODSON SPRING BRANCH, LLC
<BR>
HBL, LLC
<BR>
HT AUTOMOTIVE, LLC
<BR>
KMT/UAG, INC.
<BR>
LANDERS AUTO SALES, LLC
<BR>
LANDERS BUICK-PONTIAC, INC.
<BR>
LANDERS FORD NORTH, INC.
<BR>
LATE ACQUISITION I, LLC
<BR>
LATE ACQUISITION II, LLC
<BR>
MICHAEL CHEVROLET-OLDSMOBILE, INC.
<BR>
MOTORCARS ACQUISITION III, LLC
<BR>
MOTORCARS ACQUISITION IV, LLC
<BR>
MOTORCARS ACQUISITION V, LLC
<BR>
MOTORCARS ACQUISITION VI, LLC
<BR>
MOTORCARS ACQUISITION, LLC
<BR>
NATIONAL CITY FORD, INC.
<BR>
PAG ACQUISITION 27, LLC
<BR>
PAG ACQUISITION 28, LLC
<BR>
PAG ACQUISITION 44, LLC
<BR>
PAG ACQUISITION 45, LLC
<BR>
PAG ACQUISITION 46, LLC
<BR>
PAG ACQUISITION 47, LLC
<BR>
PAG ANNAPOLIS JL1, LLC
<BR>
PAG ARKANSAS F1, LLC
<BR>
PAG ARKANSAS F2, LLC
<BR>
PAG AZ PROPERTIES, LLC
<BR>
PAG ATLANTA MANAGEMENT, INC.
<BR>
PAG AUSTIN H1, LLC
<BR>
PAG BEDFORD A1, LLC
<BR>
PAG BEDFORD P1, LLC
<BR>
PAG BEDFORD PROPERTIES, LLC
<BR>
PAG CHANTILLY M1, LLC
<BR>
PAG CLOVIS T1, INC.
<BR>
PAG CONNECTICUT LR1, LLC
<BR>
PAG CYCLES MI, LLC
<BR>
PAG DAVIE P1, LLC
<BR>
PAG DISTRIBUTOR S1, LLC
<BR>
PAG EDISON B1, LLC
<BR>
PAG GOODYEAR F1, LLC
<BR>
PAG GREENWICH B1, LLC
<BR>
PAG GREENWICH HOLDINGS, LLC
<BR>
PAG INTERNATIONAL SERVICES, LLC
<BR>
PAG INVESTMENTS, LLC
<BR>
PAG MADISON L1, LCC
<BR>
PAG MADISON T1, LLC
<BR>
PAG MARIN M1, INC.
<BR>
PAG MCALLEN H1, LLC
<BR>
PAG MCALLEN T1, LLC
<BR>
PAG MENTOR A1, INC.
<BR>
PAG MICHIGAN HOLDINGS, LLC
<BR>
PAG NORTH SCOTTSDALE BE, LLC
<BR>
PAG NORTHERN CALIFORNIA MANAGEMENT, INC.
<BR>
PAG ONTARIO B1, INC.
<BR>
PAG ORANGE COUNTY MANAGEMENT COMPANY, INC.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PAG ORANGE COUNTY RR1, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG ORLANDO GENERAL, LLC<BR>
PAG ORLANDO LIMITED, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PAG SAN FRANCISCO N1, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG SANTA ANA AVW, INC.<BR>
PAG SANTA ANA B1, INC.<BR>
PAG SURPRISE T1, LLC<BR>
PAG TEMPE M1, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PAG TEXAS MANAGEMENT COMPANY, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG TURNERSVILLE AU, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PAG WEST ACQUISITION 7, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PAG WEST ACQUISITION 8, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PAG WEST ACQUISITION 9, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG WEST BAY MIT, LLC<BR>
PAG WEST, LLC<BR>
PALM AUTO PLAZA, LLC<BR>
PEACHTREE NISSAN, INC.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PENSKE CAR RENTAL HOLDINGS, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PENSKE CAR RENTAL INDIANA, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PENSKE CAR RENTAL (DT)&nbsp;MEMPHIS, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PENSKE CAR RENTAL MEMPHIS, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PETER PAN MOTORS, INC.<BR>
PMRC, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">RELENTLESS PURSUIT ENTERPRISES, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SA AUTOMOTIVE, LTD.<BR>
SAU AUTOMOTIVE, LTD.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">SCOTTSDALE 101 MANAGEMENT, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCOTTSDALE FERRARI, LLC<BR>
SCOTTSDALE JAGUAR, LTD.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">SCOTTSDALE MANAGEMENT GROUP, LTD.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">SCOTTSDALE PAINT &#038; BODY, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">SDG AUTOMOTIVE INVESTMENTS, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SIGMA MOTORS, INC.<BR>
SK MOTORS, LLC<BR>
SL AUTOMOTIVE, LLC<BR>
SOMERSET MOTORS, INC.<BR>
SUN MOTORS, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">TAMBURRO ENTERPRISES, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG ARKANSAS FLM, LLC<BR>
UAG ATLANTA H1, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG ATLANTA IV MOTORS, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CAPITOL, INC.<BR>
UAG CAROLINA, INC.<BR>
UAG CENTRAL NJ, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG CENTRAL REGION MANAGEMENT, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG CHANTILLY AU, LLC<BR>
UAG CHCC, INC.<BR>
UAG CHEVROLET, INC.<BR>
UAG CITRUS MOTORS, LLC<BR>
UAG CLASSIC, INC.<BR>
UAG CLOVIS, INC.<BR>
UAG CONNECTICUT, LLC<BR>
UAG DULUTH, INC.<BR>
UAG EAST, LLC<BR>
UAG ESCONDIDO A1, INC.<BR>
UAG ESCONDIDO H1, INC.<BR>
UAG ESCONDIDO M1, INC.<BR>
UAG FAYETTEVILLE I, LLC<BR>
UAG FAYETTEVILLE II, LLC<BR>
UAG FAYETTEVILLE III, LLC<BR>
UAG FINANCE COMPANY, INC.<BR>
UAG GRACELAND II, INC.<BR>
UAG HUDSON CJD, LLC<BR>
UAG HUDSON, INC.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG INTERNATIONAL HOLDINGS, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG KISSIMMEE MOTORS, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG LANDERS SPRINGDALE, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG LOS GATOS, INC.<BR>
UAG MARIN, INC.<BR>
UAG MEMPHIS II, INC.<BR>
UAG MEMPHIS IV, INC.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG MEMPHIS MANAGEMENT, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG MENTOR ACQUISITION, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG MICHIGAN CADILLAC, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MICHIGAN H1, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG MICHIGAN PONTIAC-GMC, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG MICHIGAN T1, LLC<BR>
UAG MICHIGAN TMV, LLC<BR>
UAG MINNEAPOLIS B1, LLC<BR>
UAG NANUET II, LLC<BR>
UAG NORTHEAST, LLC<BR>
UAG REALTY, LLC<BR>
UAG ROYAL PALM M1, LLC<BR>
UAG ROYAL PALM, LLC<BR>
UAG SAN DIEGO A1, INC.<BR>
UAG SAN DIEGO AU, INC.<BR>
UAG SAN DIEGO H1, INC.<BR>
UAG SAN DIEGO JA, INC.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG SAN DIEGO MANAGEMENT, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG STEVENS CREEK II, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG TEXAS II, INC.<BR>
UAG TEXAS, LLC<BR>
UAG TULSA HOLDINGS, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG TURNERSVILLE REALTY, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UAG VK, LLC<BR>
UAG WEST BAY AM, LLC<BR>
UAG WEST BAY FM, LLC<BR>
UAG WEST BAY IA, LLC<BR>
UAG WEST BAY IAU, LLC<BR>
UAG WEST BAY IB, LLC<BR>
UAG WEST BAY II, LLC<BR>
UAG WEST BAY IL, LLC<BR>
UAG WEST BAY IM, LLC<BR>
UAG WEST BAY IN, LLC<BR>
UAG WEST BAY IP, LLC<BR>
UAG WEST BAY IV, LLC<BR>
UAG WEST BAY IW, LLC<BR>
UAG YOUNG II, INC.<BR>
UAG-CARIBBEAN, INC.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UNITED AUTOCARE PRODUCTS, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UNITED AUTO LICENSING, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITED NISSAN, INC.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UNITED NISSAN, INC. (A TENNESSEE CORPORATION)<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UNITED RANCH AUTOMOTIVE, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UNITEDAUTO DODGE OF SHREVEPORT, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UNITEDAUTO FIFTH FUNDING INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">UNITEDAUTO FINANCE, INC.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UNITEDAUTO FOURTH FUNDING INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">WEST PALM AUTO MALL, INC.<BR>
WEST PALM NISSAN, LLC<BR>
WESTBURY SUPERSTORE, LTD.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">YOUNG MANAGEMENT GROUP, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">ATLANTIC AUTO FUNDING CORPORATION<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">ATLANTIC AUTO SECOND FUNDING CORPORATION<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">ATLANTIC AUTO THIRD FUNDING CORPORATION<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">AUTO MALL PAYROLL SERVICES, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">AUTOMOTIVE MEDIA HOLDINGS, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">BRETT MORGAN CHEVROLET-GEO, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CENTRAL FORD CENTER, INC.<BR>
CJNS, LLC<BR>
CLASSIC AUTO GROUP, INC.<BR>
CLASSIC ENTERPRISES, LLC<BR>
CLASSIC IMPORTS, INC.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">CLASSIC MANAGEMENT COMPANY, INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CLASSIC MOTOR SALES, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">CLASSIC NISSAN OF TURNERSVILLE, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: /s/ Maggie Feher
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Its: Assistant Secretary
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">COUNTY AUTO GROUP PARTNERSHIP<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">OCT PARTNERSHIP<BR>
HUDSON MOTORS PARTNERSHIP
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">SOMERSET MOTORS PARTNERSHIP<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DANBURY AUTO PARTNERSHIP<BR>
DIFEO HYUNDAI PARTNERSHIP<BR>
DIFEO NISSAN PARTNERSHIP
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DIFEO TENAFLY PARTNERSHIP<BR>
DIFEO LEASING PARTNERSHIP<BR>
By:<BR>
Its:<BR>
By:<BR>
Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
DiFeo Partnership, LLC<BR>
General Partner<BR>
PENSKE AUTOMOTIVE GROUP, INC.<BR>
Sole Member</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->

<DIV align="center">
<TABLE style="font-size: pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="-5%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">By:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">/s/ Maggie Feher</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Its: Assistant Secretary</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">WTA Motors, Ltd.</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">By:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Late Acquisition II, LLC</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Its: General Partner</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">By:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">PENSKE AUTOMOTIVE GROUP, INC.</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Its: Sole Member</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">By:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" rowspan="2" style="border-bottom: 1px solid #000000">/s/ Maggie Feher</u><BR></TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Its: Assistant Secretary</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<!-- End Table Body -->
</TABLE>
</CENTER>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">UAG Houston Acquisition, Ltd.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:<BR>
Its:<BR>
By:<BR>
Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">UAG Texas II, Inc.<BR>
General Partner<BR>
PENSKE AUTOMOTIVE GROUP, INC.<BR>
Sole Shareholder</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:23%; font-size: 10pt">By: <U>/s/ Maggie Feher</U><BR>
Its: Assistant Secretary<BR>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">CLASSIC SPECIAL HYUNDAI, LTD.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">CLASSIC OLDSMOBILE-PONTIAC-GMC Truck, LTD.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">CLASSIC SPECIAL AUTOMOTIVE, LTD.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">HILL COUNTRY IMPORTS, ltd.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:<BR>
Its:<BR>
By:<BR>
Its:<BR>
By:<BR>
Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">TAMBURRO ENTERPRISES, INC.<BR>
General Partner<BR>
PAG West, LLC<BR>
Sole Shareholder<BR>
PENSKE AUTOMOTIVE Group, Inc.<BR>
Sole Member</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:23%; font-size: 10pt">By: <U>/s/ Maggie Feher</U><BR>
Its: Assistant Secretary<BR>



<P align="left" style="margin-left:23%; font-size: 10pt">D. YOUNG CHEVROLET, LLC

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">DAN YOUNG MOTORS, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAG EAST, LLC<BR>
By:<BR>
Its:<BR>
By:<BR>
Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
PENSKE AUTOMOTIVE GROUP, INC.<BR>
MEMBER<BR>
UAG YOUNG II, INC.<BR>
MEMBER</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:23%; font-size: 10pt">By: <U>/s/ Maggie Feher</U><BR>
Its: Assistant Secretary<BR>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="14%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="81%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD colspan="3" valign="top" align="left">PAG ORLANDO PARTNERSHIP, LTD.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:<BR>
Its:<BR>
By:<BR>
Its:<BR>
By:<BR>
Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">PAG ORLANDO GENERAL, LLC<BR>
General Partner<BR>
UAG KISSIMMEE MOTORS, LLC<BR>
Sole Shareholder<BR>
PENSKE AUTOMOTIVE Group, LLc<BR>
Sole Member</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:23%; font-size: 10pt">By: <U>/s/ Maggie Feher</U><BR>
Its: Assistant Secretary<BR>


<P align="left" style="font-size: 10pt">APPENDIX A


<P align="center" style="font-size: 10pt">&#091;Face of Note&#093;<BR>
&#091;Legend if Security is a Global Security&#093;



<P align="left" style="font-size: 10pt; text-indent: 4%">THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR&#146;S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 3.13 AND APPENDIX A OF THE INDENTURE.


<P align="left" style="font-size: 10pt; text-indent: 4%">UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (&#147;DTC&#148;), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


<P align="left" style="font-size: 10pt; text-indent: 4%">THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN
ARTICLE THIRTEEN OF THE INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE COMPANY AND
CERTAIN OF ITS SUBSIDIARIES TO ALL SENIOR DEBT; AND EACH HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF,
SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AS SET FORTH IN SAID ARTICLE THIRTEEN OF THE
INDENTURE.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">4
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<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="77%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CUSIP:70959W AF0<BR>
ISIN:US70959WAF05<BR>
No. &#091;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#093;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
**$**</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">PENSKE AUTOMOTIVE GROUP, INC.<BR>
5.375% Senior Subordinated Notes due 2024



<P align="left" style="font-size: 10pt">Issue Date: November&nbsp;21, 2014


<P align="left" style="font-size: 10pt; text-indent: 4%">The Penske Automotive Group, Inc., a Delaware corporation (the &#147;<I>Company</I>&#148;, which term includes
any successor under the Indenture hereinafter referred to), for value received, promises to pay to
CEDE & CO., or its registered assigns, the principal sum of &#091;Amount of Note&#093; on December&nbsp;1,&nbsp;2024.


<P align="left" style="font-size: 10pt">Interest Payment Dates: June 1 and December&nbsp;1, commencing June&nbsp;1, 2015.


<P align="left" style="font-size: 10pt">Regular Record Dates: May&nbsp;15 and November&nbsp;15.


<P align="left" style="font-size: 10pt; text-indent: 4%">Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.


<P align="left" style="font-size: 10pt; text-indent: 4%">Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.


<P align="left" style="font-size: 10pt">IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



<P align="left" style="margin-left:23%; font-size: 10pt">Penske Automotive Group, Inc.
<BR>
By:
<BR>
Name:
<BR>
Title:


<P align="left" style="font-size: 10pt">Dated:


<P align="center" style="font-size: 10pt; display: none">5
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt">TRUSTEE&#146;S CERTIFICATE OF AUTHENTICATION



<P align="left" style="font-size: 10pt; text-indent: 4%">This is one of the 5.375% Senior Subordinated Notes due 2024 referred to in the
within-mentioned Indenture.



<P align="left" style="margin-left:28%; font-size: 10pt">The Bank of New York Mellon Trust Company,
N.A., as Trustee
<BR>
By:



<P align="left" style="margin-left:28%; font-size: 10pt; text-indent: 7%">Authorized Signatory


<P align="left" style="font-size: 10pt">Dated:


<P align="center" style="font-size: 10pt; display: none">6
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt">OPTION OF HOLDER TO ELECT PURCHASE



<P align="left" style="font-size: 10pt; text-indent: 4%">If you wish to have this Security purchased by the Company pursuant to Section&nbsp;10.12 or
Section&nbsp;10.14, as applicable, of the Indenture, check the Box: &#091;&nbsp;&nbsp;&nbsp;&nbsp;&#093;.


<P align="left" style="font-size: 10pt; text-indent: 4%">If you wish to have a portion of this Security purchased by the Company pursuant to
Section&nbsp;10.12 or Section&nbsp;10.14, as applicable, of the Indenture, state the amount (in original
principal amount):

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="69%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">$<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Date:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
Your Signature:</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">(Sign exactly as your name appears on the other side of this Security)


<P align="left" style="font-size: 10pt">Signature Guarantee:


<P align="left" style="font-size: 10pt">&#091;Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with membership in an approved guarantee medallion program
pursuant to Securities and Exchange Commission Rule&nbsp;17Ad-15&#093;


<P align="center" style="font-size: 10pt; display: none">7
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt">&#091;Reverse Side of Note&#093;<BR>
PENSKE AUTOMOTIVE GROUP, INC.<BR>
5.375% Senior Subordinated Notes due 2024



<P align="left" style="font-size: 10pt; text-indent: 4%">Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.


<P align="left" style="font-size: 10pt; text-indent: 4%">This Note is one of a duly authorized issue of Notes of the Company designated as its 5.375%
Senior Subordinated Notes due 2024 (herein called the &#147;Notes&#148;) issued under and subject to the
terms of an indenture (herein called the &#147;Indenture&#148;) dated as of November&nbsp;21, 2014, among the
Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (herein
called the &#147;Trustee,&#148; which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities thereunder of the
Company, the Guarantors, the Trustee and the Holders of the Notes, and of the terms upon which the
Notes are, and are to be, authenticated and delivered.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company is allowed by the Indenture to create and issue an unlimited amount of Additional
Notes ranking equally with this Note in all respects, subject to limitations in Section&nbsp;10.8 of the
Indenture. Any Additional Notes may be consolidated and form a single series with this Note, vote
together with this Note and have the same terms as to status, redemption or otherwise as this Note.
References herein to Notes include these Additional Notes, unless the context requires otherwise.


<P align="left" style="font-size: 10pt; text-indent: 4%">At any time prior to December&nbsp;1, 2019, the Company may redeem the Notes, in whole or in part,
on not less than 30 nor more than 60&nbsp;days&#146; prior notice, in amounts of $2,000 or an integral
multiple of $1,000 in excess thereof, at a Redemption Price equal to 100% of the principal amount
thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, the
Redemption Date (subject to the rights of Holders of record on relevant Regular Record Dates to
receive interest due on an Interest Payment Date).


<P align="left" style="font-size: 10pt; text-indent: 4%">The Notes are subject to redemption at any time on or after December&nbsp;1, 2019, at the option of
the Company, in whole or in part, on not less than 30 nor more than 60&nbsp;days&#146; prior notice, in
amounts of $2,000 or an integral multiple of $1,000 in excess thereof, at the following Redemption
Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period
beginning December 1 of the years indicated below:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="53%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="21%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Year
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top">Redemption Price
</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2019.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">102.688</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2020.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">101.792</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2021.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">100.896</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2022 and thereafter
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">100.000</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">in each case, together with accrued and unpaid interest, if any, to the Redemption Date (subject to
the rights of Holders of record on relevant Regular Record Dates to receive interest due on an
Interest Payment Date).


<P align="left" style="font-size: 10pt; text-indent: 4%">In addition, at any time prior to December&nbsp;1, 2017, the Company, at its option, may use the
Net Cash Proceeds of one or more Equity Offerings to redeem up to an aggregate of 40% of the
aggregate principal amount of the Notes issued under the Indenture at a Redemption Price equal to
105.375% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest,
if any, to the redemption date (subject to the rights of holders of record on relevant Regular
Record Dates to receive interest due on an Interest Payment Date). At least 60% of the aggregate
principal amount of Notes issued under the Indenture must remain outstanding immediately after the
occurrence of such redemption. In order to effect this redemption, the Company must mail a notice
of redemption no later than 30&nbsp;days after the closing of the related Equity Offering and must
complete such redemption within 90&nbsp;days of the closing of the Equity Offering.


<P align="left" style="font-size: 10pt; text-indent: 4%">Any redemption may, at the Company&#146;s discretion, be subject to one or more conditions
precedent, including, but not limited to, completion of an Equity Offering, other offering or other
corporate transaction or event.


<P align="left" style="font-size: 10pt; text-indent: 4%">If less than all of the Notes are to be redeemed, the Trustee shall select the Notes on a pro
rata basis, by lot or by any other method the Trustee shall deem fair and reasonable; provided,
that Notes redeemed in part shall be redeemed only in amounts of $2,000 or integral multiples of
$1,000 in excess thereof (subject, in each instance, if applicable, to the procedures of DTC or any
other Depositary).


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the occurrence of a Change of Control, each Holder may require the Company to purchase
such Holder&#146;s Notes in whole or in part in amounts of $2,000 or integral multiples of $1,000 in
excess thereof, at a purchase price in cash in an amount equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase, pursuant to a Change of
Control Offer in accordance with the procedures set forth in the Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">Under certain circumstances specified in the Indenture, in the event the Net Cash Proceeds
received by the Company from any Asset Sale exceeds a specified amount, and such proceeds are not
used to repay permanently any Senior Debt, Senior Guarantor Debt or Debt of a Restricted Subsidiary
that is not a Guarantor or invested in Replacement Assets, the Company shall be required to apply
such proceeds to the repayment of the Notes and certain Debt ranking <I>pari passu </I>in right of payment
to the Notes.


<P align="left" style="font-size: 10pt; text-indent: 4%">In the case of any redemption or repurchase of Notes in accordance with the Indenture,
interest installments whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Notes of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Notes (or portions thereof) for whose
redemption and payment provision is made in accordance with the Indenture shall cease to bear
interest from and after the Redemption Date.


<P align="left" style="font-size: 10pt; text-indent: 4%">In the event of redemption or repurchase of this Note in accordance with the Indenture in part
only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%">If an Event of Default shall occur and be continuing, the principal amount of all the Notes
may be declared due and payable in the manner and with the effect provided in the Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Indenture contains provisions for defeasance at any time of (a)&nbsp;the entire Debt on the
Notes and (b)&nbsp;certain restrictive covenants and related Defaults and Events of Default, in each
case upon compliance with certain conditions set forth therein.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Indenture permits, with certain exceptions (including certain amendments permitted without
the consent of any Holders and certain amendments which require the consent of all the Holders) as
therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders under the Indenture and the Notes and the
Guarantees at any time by the Company and the Trustee with the consent of the Holders of at least a
majority in aggregate principal amount of the Notes at the time Outstanding. The Indenture also
contains provisions permitting the Holders of at least a majority in aggregate principal amount of
the Notes (Holders of at least 100% of the Notes in certain circumstances) at the time Outstanding,
on behalf of the Holders of all the Notes, to waive compliance by the Company and the Guarantors
with certain provisions of the Indenture and the Notes and the Guarantees and certain past Defaults
under the Indenture and the Notes and the Guarantees and their consequences. Any such consent or
waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver
is made upon this Note.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Notes are, to the extent and manner provided in Article&nbsp;Thirteen of the Indenture,
subordinated and subject in right of payment to the prior payment in full (in cash or as otherwise
agreed to by the holders of Senior Debt) of all Senior Debt. Each Holder by its acceptance hereof
agrees to be bound by the provisions of such Article&nbsp;Fourteen and authorizes and expressly directs
the Trustee on its behalf to take such action as may be necessary or appropriate to effect the
subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such
purposes.


<P align="left" style="font-size: 10pt; text-indent: 4%">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, any Guarantor or any other obligor on the Notes (in
the event such Guarantor or such other obligor is obligated to make payments in respect of the
Notes), which is absolute and unconditional, to pay the principal of, premium, if any, and interest
on, this Note at the times, place, and rate, and in the coin or currency, herein prescribed,
subject to the rights of the holders of Senior Debt and Senior Guarantor Debt as set forth in the
Indenture.


<P align="left" style="font-size: 10pt; text-indent: 4%">As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Note Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company provided therefor, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Note Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same aggregate principal
amount, shall be issued to the designated transferee or transferees.


<P align="left" style="font-size: 10pt; text-indent: 4%">Certificated Notes shall be transferred to all beneficial holders in exchange for their
beneficial interests in the Notes, if any, if (x)&nbsp;the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Note, or the Depositary ceases to be
a clearing agency registered under the Exchange Act, and in either case a successor Depositary is
not appointed by the Company within 90&nbsp;days or (y)&nbsp;there shall have occurred and be continuing a
Default or an Event of Default and the Note Registrar has received a request from the Depositary or
(z)&nbsp;the Company, at its option, notifies the Trustee in writing that it elects to cause the
issuance of the Notes in certificated form. Upon any such issuance, the Trustee is required to
register such certificated Notes in the name of, and cause the same to be delivered to, such Person
or Persons (or the nominee of any thereof).


<P align="left" style="font-size: 10pt; text-indent: 4%">Notes in certificated form are issuable only in registered form without coupons in minimum
denominations of $2,000 and any integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes of a differing authorized denomination, as requested by
the Holder surrendering the same.


<P align="left" style="font-size: 10pt; text-indent: 4%">Prior to due presentment of this Note for transfer, the Company, any Guarantor, the Trustee
and any agent of the Company, any Guarantor or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and
neither the Company, any Guarantor, the Trustee nor any such agent shall be affected by notice to
the contrary.


<P align="left" style="font-size: 10pt"><B>THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">All terms used in this Note which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">8
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt">Assignment Form



<P align="left" style="font-size: 10pt; text-indent: 4%">To assign this Note, fill in the form below:


<P align="left" style="font-size: 10pt">(I)&nbsp;or (we)&nbsp;assign and transfer this Note to:


<P align="left" style="font-size: 10pt; text-indent: 31%"><FONT style="font-size: 8pt">(Insert assignee&#146;s legal name)
</FONT>

<P align="center" style="font-size: 8pt"><FONT style="font-size: 9pt">(Insert assignee&#146;s soc. sec. or tax I.D. no.)</FONT>



<P align="center" style="font-size: 9pt">(Print or type assignee&#146;s name, address and zip code)



<P align="left" style="font-size: 9pt"><FONT style="font-size: 10pt">and irrevocably appoint
</FONT>

<P align="left" style="font-size: 10pt">to transfer this Note on the books of the Company. The agent may substitute another to act for
him.


<P align="left" style="font-size: 10pt">Date:



<P align="left" style="margin-left:23%; font-size: 10pt">Your Signature:


<P align="left" style="font-size: 10pt; text-indent: 32%"><FONT style="font-size: 7pt">(Sign exactly as your name appears on the face of this Note)
</FONT>

<P align="left" style="font-size: 7pt"><FONT style="font-size: 10pt">Signature Guarantee*:
</FONT>

<P align="left" style="font-size: 10pt">&#149;&nbsp;Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



<P align="center" style="font-size: 10pt; display: none">9




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<FILENAME>exhibit4.htm
<DESCRIPTION>EX-4.3
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<SEQUENCE>6
<FILENAME>exhibit5.htm
<DESCRIPTION>EX-5.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibits 5.1 and 23.1</FONT>



<P align="left" style="font-size: 12pt"><FONT style="font-size: 11pt">November&nbsp;18, 2014
</FONT>
<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>

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    <TD><DIV style="margin-left:10px; text-indent:-10px">Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, MI 48302</DIV></TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B><I>Re:</I></B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B><I>Penske Automotive Group, Inc. Registration Statement on Form&nbsp;S-3</I></B></TD>
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<P align="left" style="font-size: 11pt">Ladies and Gentlemen:


<P align="left" style="font-size: 11pt; text-indent: 4%">I have acted as counsel to Penske Automotive Group, Inc., a Delaware corporation (&#147;Penske
Automotive&#148;), in connection with offer and sale of $300,000,000 aggregate principal amount of
5.375% Senior Subordinated Notes due 2024 (the &#147;Notes&#148;) of Penske Automotive as set forth in the
Prospectus Supplement, dated November&nbsp;18, 2014 (the &#147;Prospectus Supplement&#148;), as filed with the
Securities and Exchange Commission pursuant to Rule&nbsp;424(b)(5) under the Securities Act of 1933, as
amended (the &#147;Securities Act&#148;). The Notes will be guaranteed, jointly and severally (the
&#147;Guarantees&#148;), by each of Penske Automotive&#146; s subsidiaries that is party to the supplemental
indenture referred to below (the &#147;Subsidiary Guarantors&#148;).


<P align="left" style="font-size: 11pt; text-indent: 4%">The Notes and Guarantees will be issued under an indenture, to be dated November&nbsp;21, 2014,
between Penske Automotive and The Bank of New York Mellon Trust Company, N.A., as Trustee (the
&#147;Base Indenture&#148;), as supplemented by a First Supplemental Indenture among Penske Automotive, the
Subsidiary Guarantors and the Trustee, to be dated November&nbsp;21, 2014 (the &#147;First Supplemental
Indenture&#148; and together with the Base Indenture, the &#147;Indenture&#148;).


<P align="left" style="font-size: 11pt; text-indent: 4%">In connection with my opinion, I have examined: (a)&nbsp;the Prospectus Supplement; (b)&nbsp;the
Company&#146;s Certificate of Incorporation and By-Laws, each as amended to date; (c)&nbsp;the Indenture; (d)
the form of the Notes; and (e)&nbsp;such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.


<P align="left" style="font-size: 11pt; text-indent: 4%">I have examined originals or copies certified or otherwise identified to my satisfaction of
such documents, corporate records, certificates of public officials and other instruments as I have
deemed necessary or appropriate for the purposes of this opinion. I have also conducted such
investigations of fact and law as I have deemed necessary or advisable for purposes of this
opinion. In such examination, I have assumed the genuineness of all signatures, the authenticity of
all documents submitted to me as originals and the conformity to authentic original documents of
all documents submitted to me as copies. As to any facts material to this opinion that I did not
independently establish or verify, I have, with your consent, relied upon the statements,
certificates and representations of officers and other representatives of Penske Automotive and
others, in each case, as I have deemed necessary or appropriate for the purposes of this opinion.


<P align="left" style="font-size: 11pt; text-indent: 4%">I am a member of the Bar of the State of New York and the Bar of the State of Michigan, and I
have not considered, and I express no opinion as to, the laws of any jurisdiction other than the
laws of the State of New York, the State of Michigan, the General Corporation Law of the State of
Delaware (which includes the statutory provisions and all applicable provisions of the Delaware
Constitution and the reported judicial cases interpreting those laws currently in effect), the
federal laws of the United States of America, the corporate and limited liability company statutes
listed on Schedule&nbsp;1 hereto, the limited partnership statutes set forth on Schedule&nbsp;1 hereto, and,
the general partnership statues set forth on Schedule&nbsp;1 hereto, and, to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses, authorizations, validations,
filings, recordings or registrations with governmental authorities are relevant, to those required
under such laws, in each case as in effect on the date hereof (the &#147;Relevant Laws&#148;).


<P align="left" style="font-size: 11pt; text-indent: 4%">Based upon my examination of such documents and other matters I have deemed necessary or
appropriate, I am of the opinion that:


<P align="left" style="font-size: 11pt; text-indent: 4%">(1)&nbsp;upon the due execution, authentication, issuance and delivery of the Notes, and the
receipt of the consideration therefor set forth in the Prospectus Supplement, the Notes will be
valid and binding obligations of Penske Automotive entitled to the benefits of the Indenture and
enforceable against Penske Automotive in accordance with their terms; except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
or other comparable laws affecting the enforcement of creditors&#146; rights generally or the
application of equitable principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and


<P align="left" style="font-size: 11pt; text-indent: 4%">(2)&nbsp;upon the due execution, authentication, issuance and delivery of the Notes, and the
receipt of the consideration therefor set forth in the Prospectus Supplement, the Guarantees will
be the valid and binding obligations of the Subsidiary Guarantors entitled to the benefits of the
Indenture and enforceable against the Guarantors in accordance with their terms; except as
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other comparable laws affecting the enforcement of creditors&#146; rights generally or the
application of equitable principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law.


<P align="left" style="font-size: 11pt; text-indent: 4%">I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and
to the use of my name under the heading &#147;Legal Matters&#148; in the prospectus included in the
Registration Statement. In giving this consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section&nbsp;7 of the Securities Act or the rules
and regulations thereunder.



<P align="left" style="margin-left:24%; font-size: 11pt; text-indent: 2%">Very truly yours,


<P align="left" style="font-size: 11pt; text-indent: 26%">/s/Shane M. Spradlin<BR>
<FONT style="font-variant: SMALL-CAPS">Shane M. Spradlin</FONT><BR>
<FONT style="font-variant: SMALL-CAPS">General Counsel</FONT><BR>



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