<SUBMISSION>
<ACCESSION-NUMBER>0000950153-02-000067
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20020117
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020118
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CSK AUTO CORP
<CIK>0001051848
<ASSIGNED-SIC>5531
<IRS-NUMBER>860765798
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13927
<FILM-NUMBER>2512712
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>645 E MISSOURI AVENUE
<CITY>PHOENIX
<STATE>AZ
<ZIP>85012
<PHONE>6022659200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>645 E MISSOURI AVENUE
<CITY>PHOENIX
<STATE>AZ
<ZIP>85012
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>p66059e8-k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8-k</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">


<P align="center"><FONT size="2"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</FONT>

<P align="center"><FONT size="2"><B>Washington, D.C. 20549</B>
</FONT>

<P>
<HR width="26%" align="center" size="1" noshade>
<P>


<P align="center"><FONT size="2"><B>FORM 8-K</B>
</FONT>

<P align="center"><FONT size="2"><B>CURRENT REPORT PURSUANT<BR>
TO SECTION 13 OR 15 (d)&nbsp;OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934</B>
</FONT>

<P align="center"><FONT size="2"><B>Date of Report: January&nbsp;17, 2002 (Date of Earliest Event Reported: December&nbsp;21, 2001).</B>
</FONT>

<P align="center"><FONT size="5"><B>CSK AUTO CORPORATION</B></FONT><BR>
<B><FONT size="2">(Exact name of registrant as specified in its charter)</FONT></B>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="94%">
<TR valign="bottom">
        <TD width="44%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="29%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="25%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap valign="top"><FONT size="2"><B>Delaware</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
<B>001-13927</B>
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="left" valign="top"><FONT size="2"><B>86-0765798</B><BR></FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">(State or other jurisdiction of</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
(Commission File Number)
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">(I.R.S. Employer</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">Incorporation or organization)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Identification No.)</FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2"><B>645 E. Missouri Ave. Suite&nbsp;400,<BR>
Phoenix, Arizona<BR></B>
(Address of principal executive offices)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2"><B>85012</B><BR>
(Zip Code)</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2"><B>Registrant&#146;s Telephone Number, Including Area Code</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2"><B>(602)&nbsp;265-9200</B></FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">




<P align="center"><FONT size="2">&nbsp;</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>





<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
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	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD></TD><TD colspan="8"><A HREF="#000">Item&nbsp;5. Other Events.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;7. Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURE</A></TD></TR>
<TR><TD colspan="9"><A HREF="p66059ex99-1.txt">Exhibit 99.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="p66059ex99-2.txt">Exhibit 99.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="p66059ex99-3.txt">Exhibit 99.3</A></TD></TR>
<TR><TD colspan="9"><A HREF="p66059ex99-4.txt">Exhibit 99.4</A></TD></TR>
<TR><TD colspan="9"><A HREF="p66059ex99-5.txt">Exhibit 99.5</A></TD></TR>
</TABLE>
</CENTER>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link2 "Item&nbsp;5. Other Events." -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;5. Other Events.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;21, 2001, CSK Auto Corporation issued a press release,
attached as Exhibit&nbsp;99.1, announcing that it had consummated several
transactions to refinance its capital structure, including entering into a new
$300.0&nbsp;million senior secured asset-based credit facility and issuing $280.0
million of 12% senior notes. The Agreements entered into in connection with
the new credit facility and the 12% senior notes are attached as exhibits
hereto.
</FONT>
<P align="center"><FONT size="2">2</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link2 "Item&nbsp;7. Exhibits" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;7. Exhibits</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
        <TD width="10%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="85%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">99.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Press Release</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">99.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Credit Agreement</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">99.3</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
12% Senior Note Indenture</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">99.4</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
12% Note Purchase Agreement</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">99.5</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
12% Note Registration Rights Agreement</FONT></TD>
</TR>
</TABLE>
</CENTER>
<!-- link1 "SIGNATURE" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2"><B>SIGNATURE</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 thereunto duly authorized.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
        <TD width="36%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="59%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
CSK Auto Corporation<BR>
<BR>
<BR>
By: /s/ DON W. WATSON<BR></FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
<HR ALIGN="LEFT" SIZE="1" NOSHADE>
</FONT></TD></TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2"></FONT></TD>
        <TD><FONT size="2"></FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
Don W. Watson<BR></FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Senior Vice President</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Chief Financial Officer</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
and Treasurer</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">DATED: January&nbsp;17, 2002
</FONT>


<P align="center"><FONT size="2">3</FONT>



</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>p66059ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>
                                                                    Exhibit 99.1


CSK AUTO CORPORATION COMPLETES ITS REFINANCING

PHOENIX, AZ, December 21, 2001-- CSK Auto Corporation (NYSE: CAO), the parent
company of CSK Auto, Inc., a specialty retailer in the automotive aftermarket,
today announced the following:

-     Closing of a $300.0 million non-amortizing senior secured, asset based
      credit facility;

-     Issuance of $280.0 million of 12% senior notes due June 2006;

-     Issuance to certain investors, including an affiliate of Investcorp, one
      of its principal stockholders, of $50.0 million of 7% convertible
      subordinated debentures due December 2006;

-     Conversion of already outstanding $30.0 million of 7% subordinated notes
      into approximately 4.5 million shares of CSK Auto Corporation common
      stock; and

-     Financial results for the third quarter of fiscal 2001.

REFINANCING

The Company said it has consummated several transactions to refinance its
capital structure (the "Refinancing"). The components of the Refinancing, the
intent of which is to reduce debt, eliminate scheduled bank debt amortization
payments prior to the end of 2004, extend debt maturities and enhance liquidity,
are as follows:

-     CSK Auto, Inc. entered into a new $300.0 million senior secured, asset
      based credit facility that matures in December of 2004. The new senior
      credit facility is comprised of a $170.0 million non-amortizing term loan
      and a $130.0 million revolving credit facility. Availability under the new
      senior credit facility is subject to a borrowing base formula equal to the
      lesser of $300.0 million and the sum of certain percentages of eligible
      inventory and eligible accounts receivable owned by CSK Auto, Inc. and its
      subsidiaries. The interest rate on this credit facility is generally LIBOR
      plus 3.5%.

-     CSK Auto, Inc. issued $280.0 million of 12% senior notes due in 2006. The
      effective interest rate, including amortization of original issue
      discount, is approximately 12.5% per annum. Interest is payable
      semi-annually in arrears on December 15 and June 15 of each year. The
      notes mature on June 15, 2006.

-     CSK Auto Corporation issued to certain investors, including an affiliate
      of Investcorp, one of its principal stockholders, $50.0 million principal
      amount of 7% convertible subordinated debentures due December 2006. CSK
      Auto Corporation expects to require these investors to convert their
      debentures into CSK Auto Corporation common stock following satisfaction
      of certain conditions, including the effectiveness of a registration
      statement covering the shares of common stock underlying these
<PAGE>
      debentures. Management currently expects that satisfaction of these
      conditions will occur within 150 days of the closing. If the conditions to
      conversion are not satisfied, then the debentures will remain convertible
      at the option of the holders. The convertible subordinated debentures to
      be held by the affiliate of Investcorp will not be convertible into common
      stock of CSK Auto Corporation until the issuance of the common stock
      underlying its debentures has been approved by the stockholders of CSK
      Auto Corporation.

-     CSK Auto Corporation converted $30.0 million aggregate principal amount of
      already outstanding 7% convertible subordinated notes due September 1,
      2006 into approximately 4.5 million shares of CSK Auto Corporation common
      stock.

FINANCIAL RESULTS - THIRTEEN WEEKS ENDED NOVEMBER 4, 2001

The financial results outlined below expand on the summary financial results
released on November 29, 2001:

-     Net sales for the thirteen weeks ended November 4, 2001 ("third quarter of
      fiscal 2001") were $366.7 million. Comparable store sales increased by 1%.

-     Gross profit was $171.1 million, or 46.7% of net sales, in the third
      quarter of fiscal 2001.

-     Operating profit for the third quarter of fiscal 2001 totaled $23.7
      million or 6.5% of net sales.

-     Net income for the third quarter of fiscal 2001 was $5.9 million or $0.19
      per diluted common share (assuming 31.9 million shares outstanding on a
      fully diluted basis). In the third quarter of fiscal 2001, shares
      outstanding for purposes of calculating diluted EPS increased by
      approximately 4.1 million (weighted for the period outstanding) as a
      result of the issuance by CSK Auto Corporation of $30 million of
      convertible debentures. The dilutive effect of these added shares was
      reduced by the benefit of the related tax effected interest expense. On a
      pro-forma basis, excluding the interest expense and incremental diluted
      shares associated with the $30 million of convertible debentures, our net
      income would have been approximately $6.2 million or $0.22 per diluted
      common share (assuming 27.8 million shares outstanding on a fully diluted
      basis).

-     EBITDA for the third quarter of fiscal 2001 was $33.3 million.

-     At November 4, 2001, the Company had 1,133 stores in operation, compared
      to 1,147 at the end of the third quarter of fiscal 2000.
<PAGE>
COMMENTS AND FOURTH QUARTER OUTLOOK

"We are excited to announce the successful completion of our Refinancing. We
will now have the financial flexibility to address outstanding issues with our
vendor community and to undertake the key business initiatives necessary to
improve our profitability in fiscal 2002," said Maynard Jenkins, Chairman and
Chief Executive Officer of CSK Auto Corporation. "We believe that the operating
initiatives we have implemented as part of our Profitability Enhancement Plan,
as well as the new capital resources resulting from the Refinancing, are
important steps in strengthening the Company operationally and financially."

Based on current sales trends, the Company expects fourth quarter net sales to
approximate $330 million to $340 million with a comparable store sales increase
of approximately 4%. In addition, the Company expects fourth quarter net income
of $5 million to $6 million and EBITDA to range from $31 million to $32 million.
These results exclude an extraordinary loss of approximately $3.1 million
relating to the write-off of unamortized financing fees associated with our
previous senior credit facility.

CSK Auto Corporation is the parent company of CSK Auto, Inc., a specialty
retailer in the automotive aftermarket. As of November 4, 2001, the company
operated 1,133 stores in 19 states under the brand names Checker Auto Parts,
Schuck's Auto Supply and Kragen Auto Parts.

Certain statements contained in this release are forward-looking statements.
They discuss, among other things, expected growth, future store development and
relocation strategy, business strategies, future revenues and future
performance. The forward-looking statements are subject to risks, uncertainties
and assumptions, including, but not limited to, changes in the conditions of
capital markets, competitive pressures, demand for the company's products, the
state of the economy, inflation, consumer debt levels and the weather. Actual
results may differ materially from anticipated results described in these
forward-looking statements.

Contact: Don Watson     602-631-7224


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>p66059ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>
                                                                    Exhibit 99.2



                                 CSK AUTO, INC.

                                CREDIT AGREEMENT

                          dated as of December 21, 2001


                                  $300,000,000

                                 Credit Facility


                              JPMORGAN CHASE BANK,

                            as Administrative Agent,

                           CREDIT SUISSE FIRST BOSTON,

                              as Syndication Agent,

                                       and

                            UBS AG, STAMFORD BRANCH,

                             as Documentation Agent



                          J.P. MORGAN SECURITIES INC.,

                                       and

                           CREDIT SUISSE FIRST BOSTON,

                 as Joint Lead Arrangers and Joint Book Managers
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
Section 1.  DEFINITIONS....................................................       5

      1.1   Defined Terms..................................................       5
      1.2   Other Definitional Provisions..................................      30

Section 2.  TERM LOANS.....................................................      31

      2.1   Term Loan Commitments..........................................      31
      2.2   Repayment of Term Loans........................................      31
      2.3   Use of Proceeds................................................      31

Section 3.  AMOUNT AND TERMS OF REVOLVING COMMITMENTS......................      31

      3.1   Revolving Commitments..........................................      31
      3.2   Commitment Fee.................................................      32
      3.3   Proceeds of Revolving Loans....................................      32
      3.4   Swing Line Commitment..........................................      32
      3.5   Issuance of Letters of Credit..................................      34
      3.6   Participating Interests........................................      34
      3.7   Procedure for Opening Letters of Credit........................      34
      3.8   Payments in Respect of Letters of Credit.......................      35
      3.9   Letter of Credit Fees..........................................      35
      3.10  Letter of Credit Reserves......................................      36
      3.11  Further Assurances.............................................      37
      3.12  Obligations Absolute...........................................      37
      3.13  Assignments....................................................      38
      3.14  Participations.................................................      38

Section 4.  GENERAL PROVISIONS APPLICABLE TO LOANS.........................      38

      4.1   Procedure for Borrowing........................................      38
      4.2   Conversion and Continuation Options............................      39
      4.3   Changes of Commitment Amounts..................................      40
      4.4   Optional and Mandatory Prepayments; Repayments of Term Loans...      40
      4.5   Interest Rates and Payment Dates...............................      43
      4.6   Computation of Interest and Fees...............................      43
      4.7   Certain Fees...................................................      44
      4.8   Inability to Determine Interest Rate...........................      44
      4.9   Pro Rata Treatment and Payments................................      44
      4.10  Illegality.....................................................      47
      4.11  Requirements of Law............................................      47
      4.12  Indemnity......................................................      50
      4.13  Repayment of Loans; Evidence of Debt...........................      50
      4.14  Replacement of Lenders.........................................      51
</TABLE>


                                      -i-
<PAGE>
<TABLE>
<S>                                                                             <C>
Section 5.  REPRESENTATIONS AND WARRANTIES.................................      52

      5.1   Financial Condition............................................      52
      5.2   No Change......................................................      53
      5.3   Corporate Existence; Compliance with Law.......................      53
      5.4   Corporate Power; Authorization.................................      53
      5.5   Enforceable Obligations........................................      54
      5.6   No Legal Bar...................................................      54
      5.7   No Material Litigation.........................................      54
      5.8   Investment Company Act.........................................      54
      5.9   Federal Regulation.............................................      55
      5.10  No Default.....................................................      55
      5.11  Taxes..........................................................      55
      5.12  Subsidiaries...................................................      55
      5.13  Ownership of Property; Liens...................................      55
      5.14  ERISA..........................................................      56
      5.15  Security Documents.............................................      57
      5.16  Copyrights, Permits, Trademarks and Licenses...................      57
      5.17  Environmental Matters..........................................      57
      5.18  Accuracy and Completeness of Information.......................      58

Section 6.  CONDITIONS PRECEDENT...........................................      58

      6.1   Conditions to Initial Extension of Credit......................      58
      6.2   Conditions to All Loans and Letters of Credit..................      61

Section 7.  AFFIRMATIVE COVENANTS..........................................      62

      7.1   Financial Statements...........................................      62
      7.2   Certificates; Other Information................................      63
      7.3   Payment of Obligations.........................................      64
      7.4   Conduct of Business and Maintenance of Existence...............      64
      7.5   Maintenance of Property; Insurance.............................      65
      7.6   Inspection of Property; Books and Records; Discussions.........      65
      7.7   Notices........................................................      66
      7.8   Environmental Laws.............................................      67
      7.9   Additional Collateral, etc.....................................      68
      7.10  Registration...................................................      69
      7.11  Landlord Lien Waivers..........................................      69

Section 8.  NEGATIVE COVENANTS.............................................      70

      8.1   Indebtedness...................................................      70
      8.2   Limitation on Liens............................................      71
      8.3   Limitation on Contingent Obligations...........................      73
      8.4   Prohibition of Fundamental Changes.............................      74
      8.5   Prohibition on Sale of Assets..................................      74
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                             <C>
      8.6   Limitation on Investments, Loans and Advances..................      75
      8.7   Leverage Ratio.................................................      76
      8.8   Interest Coverage Ratio........................................      77
      8.9   Capital Expenditures...........................................      77
      8.10  Limitation on Dividends........................................      78
      8.11  Transactions with Affiliates...................................      79
      8.12  Prepayments and Amendments of Permanent Subordinated
            Debt, Convertible Debt and Senior Unsecured Debt...............      79
      8.13  Limitation on Changes in Fiscal Year...........................      80
      8.14  Limitation on Lines of Business................................      80
      8.15  Limitation on Interest Rate Agreements.........................      80

Section 9.  EVENTS OF DEFAULT..............................................      80

Section 10. THE ADMINISTRATIVE AGENT; THE ISSUING LENDER;
      OTHER AGENTS.........................................................      83

      10.1  Appointment....................................................      83
      10.2  Delegation of Duties...........................................      83
      10.3  Exculpatory Provisions.........................................      83
      10.4  Reliance by Administrative Agent...............................      84
      10.5  Notice of Default..............................................      84
      10.6  Non-Reliance on Administrative Agent, Syndication Agent,
            Documentation Agent and Other Lenders..........................      84
      10.7  Indemnification................................................      85
      10.8  The Administrative Agent, Syndication Agent and Documentation
            Agent, Each in its Individual Capacity.........................      85
      10.9  Successor Agent................................................      86
      10.10 Issuing Lender as Issuer of Letters of Credit..................      86

Section 11. MISCELLANEOUS..................................................      86

      11.1  Amendments and Waivers.........................................      86
      11.2  Notices........................................................      88
      11.3  No Waiver; Cumulative Remedies.................................      89
      11.4  Survival of Representations and Warranties.....................      89
      11.5  Payment of Expenses and Taxes..................................      89
      11.6  Successors and Assigns; Participations and Assignments.........      90
      11.7  Adjustments; Set-off...........................................      94
      11.8  Counterparts...................................................      95
      11.9  Governing Law; No Third Party Rights...........................      95
      11.10 Submission to Jurisdiction; Waivers............................      95
      11.11 Releases.......................................................      96
      11.12 Interest.......................................................      96
      11.13 Special Indemnification........................................      96
      11.14 Permitted Payments and Transactions............................      97
</TABLE>


                                      -iii-
<PAGE>
SCHEDULES

Schedule I          List of Addresses for Notices; Lending Offices;
                    Commitment Amounts
Schedule 3.5(c)     Outstanding Letters of Credit
Schedule 5.12       Subsidiaries
Schedule 5.13       Fee and Leased Properties
Schedule 5.15(a)    UCC Filing Offices
Schedule 5.16       Intellectual Property
Schedule 6.1(m)     Appraised Assets
Schedule 8.1(a)     Indebtedness to Remain Outstanding
Schedule 8.2        Existing Liens
Schedule 8.3(d)     Existing Contingent Obligations

EXHIBITS

EXHIBIT A           Form of Revolving Note
EXHIBIT B           Form of Term Loan Note
EXHIBIT C           Form of Swing Line Note
EXHIBIT D           Form of Assignment and Acceptance
EXHIBIT E           Guarantee and Collateral Agreement
EXHIBIT F           Form of L/C Participation Certificate
EXHIBIT G           Form of Swing Line Loan Participation Certificate
EXHIBIT H-1         Form of Opinion of Gibson, Dunn & Crutcher LLP
EXHIBIT H-2         Form of Opinion of Bryan Cave LLP
EXHIBIT I           Form of Subsection 4.11(d)(2) Certificate
EXHIBIT J-1         Form of Company Closing Certificate
EXHIBIT J-2         Form of Holdings Closing Certificate
EXHIBIT J-3         Form of Subsidiary Closing Certificate
EXHIBIT K           Form of Borrowing Base Certificate
<PAGE>
                                                                               5


            CREDIT AGREEMENT, dated as of December 21, 2001, among CSK AUTO,
INC., an Arizona corporation (the "Company"), the several lenders from time to
time parties hereto (the "Lenders"), JPMORGAN CHASE BANK, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent"), CREDIT
SUISSE FIRST BOSTON, as syndication agent for the Lenders (in such capacity, the
"Syndication Agent") and UBS AG, STAMFORD BRANCH, as documentation agent for the
Lenders (in such capacity, the "Documentation Agent").

                             W I T N E S S E T H:

            WHEREAS, the Company, entered into the Third Amended and Restated
Credit Agreement, dated as of September 30, 1999, as amended ("Existing Credit
Agreement"), among the Company, the several lenders from time to time parties
thereto, The Chase Manhattan Bank, a New York banking corporation, as
administrative agent, DLJ Capital Funding, Inc., a Delaware corporation, as
syndication agent and Lehman Commercial Paper Inc., a Delaware corporation, as
documentation agent; and

            WHEREAS, the Company intends to refinance the credit facilities
available pursuant to the Existing Credit Agreement with proceeds from the
following sources: the issuance by Holdings of $50,000,000 of convertible debt
securities (the net proceeds of which will be downstreamed to the Company in the
form of equity) that are anticipated to be converted into common equity of
Holdings upon the effectiveness of a registration statement ("Holdings
Convertible Securities"); (b) the issuance by the Company of $280,000,000 of
senior unsecured notes in a public offering or Rule 144A private placement
("Senior Unsecured Notes") and (c) the Loans made on the Closing Date pursuant
to this Agreement (collectively, the "Transaction").

            NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

            Section 1.        DEFINITIONS

            1.1 Defined Terms. As used in this Agreement, the terms defined in
the caption hereto shall have the meanings set forth therein, and the following
terms have the following meanings:

            "Accounts": as to any Person, all rights to receive payment for
goods sold or leased by such Person or for services rendered in the ordinary
course of business of such Person to the extent not evidenced by an instrument
or chattel paper, including any rights in, to and under all purchase orders or
receipts now owned or hereafter acquired for goods and services, and all
collateral security and guarantees with respect to any of the foregoing.

            "Adjustment Date":  as defined in the Pricing Grid.

            "Administrative Agent":  JPMorgan Chase Bank, in its capacity as
administrative agent hereunder.
<PAGE>
                                                                               6


            "Advance Stores":  Advance Stores Company Incorporated, a
Virginia corporation.

             "Affiliate": of any Person (a) any Person (other than a Subsidiary)
which, directly or indirectly, is in control of, is controlled by, or is under
common control with such Person, (b) any Person who is a director or officer (i)
of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person
described in clause (a) above or (c) in the case of a trust, its protectors or
trustees, any Person who is or has been a beneficiary thereof, or any Person who
is or has been able to appoint a beneficiary thereof. For purposes of this
definition, control of a Person shall mean the power, direct or indirect (i) to
vote 25% or more of the securities having ordinary voting power for the election
of directors of such Person, whether by ownership of securities, contract, proxy
or otherwise, or (ii) to direct or cause the direction of the management and
policies of such Person, whether by ownership of securities, contract, proxy or
otherwise.

            "Agents":  collectively, the Administrative Agent, the
Syndication Agent and the Documentation Agent.

             "Agreement":  this Credit Agreement, as amended, supplemented or
modified from time to time.

            "Alternate Base Rate": for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean
the rate of interest per annum publicly announced from time to time by the
Administrative Agent as its prime rate in effect at its principal office in New
York City (the Prime Rate not being intended to be the lowest rate of interest
charged by the Administrative Agent in connection with extensions of credit to
debtors); and "Federal Funds Effective Rate" shall mean, for any day, the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it. Any change in the Alternate Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective as of the
opening of business on the effective day of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

            "Alternate Base Rate Lending Office":  as to each Lender, the
office of such Lender located within the United States which shall be making
or maintaining Alternate Base Rate Loans.

            "Alternate Base Rate Loans": Loans at such time as they are made
and/or being maintained at a rate of interest based upon the Alternate Base
Rate.

            "Applicable Margin":(a) From the Closing Date until (but excluding)
the Delivery Date, for each Loan, 3.50% for Eurodollar Rate Loans and 2.50% for
Alternate Base Rate Loans.
<PAGE>
                                                                               7


            (b) From and after the Delivery Date, for each Type of Loan, the
rate per annum determined pursuant to the Pricing Grid.

            "Asset Sale": any sale, sale-leaseback, or other disposition by the
Company or any Subsidiary thereof of any of its property or assets, including
the stock of any Subsidiary of the Company that is restricted by subsection 8.5
hereof, other than sales and dispositions permitted by subsections 8.5(a), (b),
(c), (e), (f) and (g) (except to the extent that the Net Proceeds of any such
sale or disposition permitted thereby would be required to be used to purchase
any of the Permanent Subordinated Notes or the Senior Unsecured Notes).

            "Assignee":  as defined in subsection 11.6(c).

            "Assignment and Acceptance":  an assignment and acceptance
substantially in the form of Exhibit D.

            "Available Accounts Receivable":  Eligible Accounts Receivable
less the Dilution Reserve.

            "Available Revolving Commitment": as to any Lender, at a particular
time, an amount equal to (a) the amount of such Lender's Revolving Commitment at
such time, less (b) the sum of (i) the aggregate unpaid principal amount at such
time of all Revolving Loans made by such Lender pursuant to subsection 3.1, (ii)
such Lender's Revolving Commitment Percentage of the aggregate unpaid principal
amount at such time of all Swing Line Loans, provided that for purposes of
calculating the Revolving Commitments pursuant to subsection 3.2 the amount
referred to in this clause (ii) shall be zero, (iii) such Lender's L/C
Participating Interest in the aggregate amount available to be drawn at such
time under all outstanding Letters of Credit issued by the Issuing Lender and
(iv) such Lender's Revolving Commitment Percentage of the aggregate outstanding
amount of L/C Obligations; collectively, as to all the Lenders, the "Available
Revolving Commitments".

            "Base Amount":  as defined in subsection 8.9(b).

            "benefitted Lender":  as defined in subsection 11.7.

            "Board":  as defined in the definition of "Alternate Base Rate".

            "Borrowing Base": shall mean, at any time of any determination, an
amount equal to the sum, without duplication, of (i) 75% of Available Accounts
Receivable and (ii)(A) 65% of Eligible DC Inventory, (B) 60% of Eligible Store
Inventory, (C) 60% of In Transit Inventory and (D) 25% of Slow Moving Inventory
up to a maximum of $7,500,000. In the determination of the amount determined
pursuant to the forgoing clause (ii), in no event shall such amount exceed the
Net Recovery Percentage times the Gross Inventory. Each Borrowing Base
Certificate shall remain in effect from and including the date on which such
Borrowing Base Certificate is delivered, to, but excluding the date on which the
next Borrowing Base Certificate is delivered. The Borrowing Base shall be
determined by the Administrative Agent in its sole reasonable discretion from
time to time by reference to the most recent monthly Borrowing Base Certificate
delivered to the Administrative Agent pursuant to Section 7.2(g). Standards of
eligibility and reserves and advance rates of the Borrowing Base may be adjusted
<PAGE>
                                                                               8


and revised from time to time by the Administrative Agent in its sole reasonable
discretion, provided that any increase in any such percentages above the
original levels (or modifications of the definitions of Eligible Accounts
Receivable or Eligible Inventory which would have the effect of increasing any
such percentages) is subject to the consent of the Supermajority Lenders, with
any changes in such standards to be effective within ten days after notice to
the Company.

             "Borrowing Base Certificate": a certificate substantially in the
form of Exhibit K hereto (with such changes therein as may be required by the
Administrative Agent from time to time to reflect the components of, and
reserves against, the Borrowing Base as provided for hereunder from time to
time) executed and certified as accurate and complete by a Responsible Officer
of the Company, which shall include appropriate exhibits, schedules and
supporting documentation as outlined in Exhibit K, as well as additional reports
requested by the Administrative Agent and as provided in subsection 7.2.

            "Borrowing Base Deficiency": a condition wherein the sum of (a) the
aggregate principal amount of all Term Loans, Revolving Loans and Swing Line
Loans outstanding at such time, (b) the aggregate unexpired and undrawn face
amount of all Letters of Credit outstanding at such time and (c) the aggregate
amount of L/C Obligations outstanding at such time exceeds the Borrowing Base as
set forth on the most recent Borrowing Base Certificate delivered by the
Company.

            "Borrowing Date": any Business Day specified in a notice pursuant to
(a) subsection 3.4 or 4.1 as a date on which the Company requests the Swing Line
Lender or the Lenders to make Loans hereunder or (b) subsection 3.5 as a date on
which the Company requests the Issuing Lender to issue a Letter of Credit
hereunder.

            "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close; provided, that with respect to notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, such day is
also a day for trading by and between banks in Dollar deposits in the interbank
eurodollar market.

            "Capital Expenditures": for any period, all amounts which would, in
accordance with GAAP, be set forth as capital expenditures (exclusive of any
amount attributable to capitalized interest) on the consolidated statement of
cash flows or other similar statement of the Company and its Subsidiaries for
such period and shall in any event include expenditures to acquire all or a
portion of the Capital Stock or assets of any Person (exclusive of expenditures
for the acquisition of cash) but shall exclude (a) any expenditures made with
the proceeds of condemnation or eminent domain proceedings affecting real
property or with insurance proceeds and (b) any amounts invested in joint
ventures pursuant to subsection 8.6(j); provided that any Capital Expenditures
financed with the proceeds of any Indebtedness permitted hereunder (other than
Indebtedness incurred hereunder) shall be deemed to be a Capital Expenditure
only in the period in which, and by the amount which, any principal of such
Indebtedness is repaid.

            "Capital Stock":  any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests
<PAGE>
                                                                               9


in a Person (other than a corporation) and any and all warrants or options to
purchase any of the foregoing.

            "Carmel Trust":  the Carmel Trust, a trust governed by the laws
of Canada.

            "Cash Equivalents": (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof having maturities of not more than six months from the
date of acquisition, (b) certificates of deposit and eurodollar time deposits
with maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any Lender or with any domestic commercial bank
having capital and surplus in excess of $500,000,000, (c) repurchase obligations
with a term of not more than seven days for underlying securities of the types
described in clauses (a) and (b) entered into with any financial institution
meeting the qualifications specified in clause (b) above, and (d) commercial
paper issued by any Lender or the parent corporation of any Lender, and
commercial paper rated A-1 or the equivalent thereof by Standard & Poor's
Ratings Group or P-1 or the equivalent thereof by Moody's Investors Service,
Inc. and in each case maturing within six months after the date of acquisition.

             "Change in Law": with respect to any Lender, the adoption of any
law, rule, regulation, policy, guideline or directive (whether or not having the
force of law) or any change therein or in the interpretation or application
thereof by any Governmental Authority having jurisdiction over such Lender, in
each case after the Closing Date.

            "Change of Control": shall be considered to have occurred if (a)(1)
any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), whether acting singly or in
concert with one or more "person" or "group", other than the Investcorp
Shareholders or any Person acting in the capacity of an underwriter, shall,
directly or indirectly, have acquired, or acquire the power to vote or direct
the voting of, 30% or more on a fully diluted basis, of the outstanding Capital
Stock of Holdings or (2) during any period of two consecutive calendar years,
individuals who at the beginning of such period constituted the board of
directors of Holdings together with any new members of such board of directors
whose elections by such board of directors or whose nomination for election by
the stockholders of Holdings was approved by a vote of a majority of the members
of such board of directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election was
previously so approved shall cease for any reason to constitute a majority of
the directors of Holdings then in office, or (b) Holdings shall cease to own and
control directly, of record and beneficially, 100% of each class of outstanding
Capital Stock of the Company, free and clear of all Liens, other than Liens in
favor of the Administrative Agent and the Lenders pursuant to the Credit
Documents.

             "Class":  (a) as to any Loan, its designation as a Term Loan or
Revolving Loan and (b) as to any Commitment, its designation as a Term Loan
Commitment or Revolving Commitment.

            "Closing Date":  the date on which each of the conditions
precedent contained in Section 6 of this Agreement are satisfied or waived,
which date is December 21, 2001.
<PAGE>
                                                                              10


            "Code":  the Internal Revenue Code of 1986, as amended from time
to time.

            "Collateral":  all assets of the Credit Parties, now owned or
hereinafter acquired, upon which a Lien is purported to be created by any
Security Document.

            "Collateral Agent":  JPMorgan Chase Bank, in its capacity as
collateral agent.

             "Commercial L/C": a commercial documentary Letter of Credit under
which the Issuing Lender agrees to make payments in Dollars for the account of
the Company, on behalf of the Company or a Subsidiary thereof, in respect of
obligations of the Company or such Subsidiary in connection with the purchase of
goods or services in the ordinary course of business.

            "Commitment":  as to any Lender at any time, such Lender's Swing
Line Commitment, Term Loan Commitment and Revolving Commitment; collectively,
as to all the Lenders, the "Commitments".

            "Commitment Fee Rate":  .50% per annum.

            "Commitment Percentage":  as to any Lender at any time, its Term
Loan Commitment Percentage or Revolving Commitment Percentage, as the context
may require.

             "Commonly Controlled Entity":  an entity, whether or not
incorporated, which is under common control with the Company within the
meaning of Section 4.14(b) or (c) of the Code.

            "Company":  CSK Auto, Inc., an Arizona corporation.

            "Conduit Lender": any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 4.11, 4.12 or 11.5 than the designating Lender would
have been entitled to receive in respect of the extensions of credit made by
such Conduit Lender, (b) be deemed to have any Commitment or (c) be afforded
voting rights hereunder.

            "Consolidated Current Assets":  at a particular date, all amounts
which would, in conformity with GAAP, be included under current assets on a
consolidated balance sheet of the Company and its Subsidiaries as at such
date.

            "Consolidated Current Liabilities": at a particular date, all
amounts which would, in conformity with GAAP, be included under current
liabilities on a consolidated balance sheet
<PAGE>
                                                                              11


of the Company and its Subsidiaries as at such date, excluding the current
portion of long-term debt and the entire outstanding principal amount of the
Revolving Loans.

            "Consolidated EBITDA": for any period, the Consolidated Net Income
of the Company and its Subsidiaries for such period, plus, without duplication
and to the extent reflected as a charge in the statement of such Consolidated
Net Income for such period, the sum of (a) total income tax expense (including
any tax benefit or expense related to the dividend on any preferred stock), (b)
interest expense, amortization or writeoff of debt discount, debt issuance,
warrant and other equity (including any preferred stock) issuance costs and
commissions, discounts, redemption premium and other fees and charges associated
with the Loans (including commitment fees and other periodic bank charges),
Standby L/Cs, the Permanent Subordinated Debt and the Senior Unsecured Notes or
with the acquisition or repayment of any debt securities of the Company
permitted hereunder, and net costs associated with Interest Rate Agreements to
which the Company is a party in respect of the Loans, (c) costs of surety bonds,
(d) depreciation and amortization expense, (e) amortization of inventory
write-up under APB 16, amortization of intangibles (including, but not limited
to, goodwill and costs of interest-rate caps, leasehold interests and the cost
of non-competition agreements) and organization costs, (f) non-cash amortization
of Financing Leases, (g) franchise taxes, (h) all cash dividend payments, (i)
any fees and expenses incurred in connection with the Transaction, (j) any other
write-downs, write-offs, minority interests and other non-cash charges in
determining such Consolidated Net Income for such period and (k) all
extraordinary losses in determining such Consolidated Net Income for such
period, and minus, without duplication and to the extent reflected as a credit
in the statement of such Consolidated Net Income for such period, the sum of (i)
extraordinary gains, (ii) non-cash income and (iii) non-cash gains; provided
that: (i) the cumulative effect of a change in accounting principles (effected
either through cumulative effect adjustment or a retroactive application) shall
be excluded and (ii) the impact of foreign currency translations shall be
excluded.

            "Consolidated Funded Indebtedness": at a particular date, all
Indebtedness (other than Indebtedness described in clauses (b), (c) or (d) of
the definition of "Indebtedness" included in this subsection 1.1) of the Company
and its Subsidiaries determined on a consolidated basis in accordance with GAAP
at such date.

            "Consolidated Leverage Ratio":  as at the last day of any period,
the ratio of (a) Consolidated Total Funded Debt on such day to (b)
Consolidated EBITDA for such period.

            "Consolidated Net Income": for any period, net income of the Company
and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP; provided that: (i) the net income (but not loss) of any Person that is not
a Subsidiary or that is accounted for by the equity method of accounting shall
be included only to the extent of the amount of dividends or distributions paid
in cash to the Company or a wholly-owned Subsidiary, (ii) the net income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition shall be excluded and (iii) net income of any
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that net income is
prohibited or not permitted at the date of determination.
<PAGE>
                                                                              12


            "Consolidated Senior Funded Indebtedness": the Consolidated
Funded Indebtedness minus the Permanent Subordinated Debt, and other
subordinated Indebtedness permitted pursuant to subsections 8.1(d), 8.1(f)
and 8.1(j).

            "Consolidated Total Funded Debt": at a particular date, all
Indebtedness (other than Indebtedness described in clauses (b) or (c) of the
definition of "Indebtedness" included in this subsection 1.1) of the Company and
its Subsidiaries determined on a consolidated basis in accordance with GAAP at
such date; provided that, for purposes of calculating the Consolidated Leverage
Ratio for the fourth fiscal quarter of 2001 and the first fiscal quarter of 2002
only, the amount of any Intercompany Notes included in Indebtedness shall be
excluded from Consolidated Total Funded Debt.

             "Contingent Obligation": as to any Person, any obligation of such
Person guaranteeing or in effect guaranteeing any Indebtedness, dividends or
other obligations ("primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent (a) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (i) for the purchase
or payment of any such primary obligation or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (d) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount (based on the maximum reasonably anticipated net liability
in respect thereof as determined by the Company in good faith) of the primary
obligation or portion thereof in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated net
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by the Company in good faith.

            "Contractual Obligation":  as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking
to which such Person is a party or by which it or any of the property owned
by it is bound.

            "Convertible Securities": the Holdings Convertible Securities and
Existing Convertible Notes.

            "Convertible Debt": Indebtedness under the Existing Convertible
Notes and the Holdings Convertible Securities.

            "Core Reserve":  a reserve for core values included in Inventory
which shall be updated and revised from time to time in the Administrative
Agent's sole reasonable discretion.

            "Credit Documents":  the collective reference to this Agreement,
the Security Documents and the Notes.
<PAGE>
                                                                              13


            "Credit Parties":  the collective reference to Holdings, the
Company and each Subsidiary of the Company from time to time party to a
Credit Document.

            "CSFB":  Credit Suisse First Boston.

            "DC Inventory": all Inventory of the Company and its Subsidiaries
located at any Company distribution center, regional distribution center and/or
main depot.

             "Default":  any of the events specified in Section 9, whether or
not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

            "Delivery Date":  the date on which the Company shall have
delivered to the Administrative Agent and the Lenders its financial
statements referred to in Section 7.1(b) for the second quarter of Fiscal
Year 2002.

             "Dilution Factors": with respect to any period, the aggregate
amount of all gross deductions, credit memos, returns, adjustments, allowances,
bad debt write-offs and other non-cash credits to Accounts of the Company
arising from transactions conducted in the normal course of business.

            "Dilution Ratio": at any date, the amount (expressed as a
percentage) equal to (a) the aggregate amount of the applicable Dilution Factors
for the 12 most recently ended fiscal months divided by (b) total gross sales of
the related Accounts, for the 12 most recently ended fiscal months; provided
that the Dilution Ratio shall not be calculated for Borrowing Base purposes
until (6) six months after the Closing Date.

            "Dilution Reserve": at any date the applicable Dilution Ratio
multiplied by the Eligible Accounts Receivable on such date.

             "Dirty Core Reserve":  a reserve for dirty cores on hand
included in Inventory which shall be updated and revised from time to time in
the Administrative Agent's sole reasonable discretion.

            "Documentation Agent":  UBS, in its capacity as documentation
agent hereunder.

            "Dollars" and "$": dollars in lawful currency of the United States
of America.

            "Domestic Subsidiary":  any Subsidiary of the Company other than
a Foreign Subsidiary.

            "Eligible Accounts Receivable": at the time of any determination
thereof, all Accounts that satisfy the following criteria at the time of
creation and continue to meet the same at the time of such determination: such
Accounts (i) have been invoiced and represent the bona fide sale and delivery
from the Company to the purchaser of merchandise or services, in each case in
the ordinary course of business of the Company in connection with its trade
operations and (ii) are not ineligible for inclusion in the calculation of the
Borrowing Base pursuant to any of clauses (a) through (p) below or otherwise
deemed by the Administrative Agent in good faith to be ineligible for inclusion
in the calculation of the Borrowing Base as described below.
<PAGE>
                                                                              14


Without limiting the foregoing, to qualify as an Eligible Account Receivable, an
Account shall indicate as sole payee and as sole remittance party the Company.
In determining the amount to be so included, the face amount of Accounts shall
be reduced by, without duplication, to the extent not reflected in such face
amount, (i) the amount of all accrued and actual returns, discounts, claims,
credits or credits pending, charges, price adjustments, freight or finance
charges or other allowances (including any amount that the Company, as
applicable, may be obligated to rebate to a customer pursuant to the terms of
any agreement or understanding (written or oral)), (ii) the aggregate amount of
all reserves, limits and deductions provided for in this definition and
elsewhere in this Agreement and (iii) the aggregate amount of all cash received
in respect of Accounts but not yet applied by the Company to reduce the amount
of the Accounts. Standards of eligibility and reserves may be adjusted from time
to time solely by the Administrative Agent in its sole reasonable discretion,
with any changes in such standards to be effective 10 days after delivery of
notice thereof to the Company. Unless otherwise approved from time to time in
writing by the Collateral Agent, no Account shall be an Eligible Account
Receivable if, without duplication:

            (a)  the Company does not have sole lawful and absolute title to
such Account; or;

            (b)   it arises out of a sale made by the Company to an employee,
officer, agent, director, stockholder, or Affiliate of the Company; or

            (c) (i) it is unpaid more than 90 days from the date of invoice or
60 days from the due date (with accounts being designated as national accounts
in accordance with the Company's existing accounts designation practices, such
accounts are unpaid more than 120 days from the date of invoice or 90 days from
the due date) or (ii) it has been written off the books of the Company or has
been otherwise designated on such books as uncollectible; or

            (d)  more than 50% in face amount of all Accounts of the same
Account Debtor are ineligible pursuant to clause (c) above; or

            (e) the Account Debtor (i) is a creditor of any Credit Party, (ii)
has or has asserted a right of set-off against any Credit Party (unless such
Account Debtor has entered into a written agreement reasonably acceptable to the
Administrative Agent to waive such set-off rights) or (iii) has disputed its
liability (whether by chargeback or otherwise) or made any claim with respect to
the Account or any other Account of any Credit Party which has not been
resolved, in each case, without duplication, to the extent of the amount owed by
such Credit Party to the Account Debtor, the amount of such actual or asserted
right of set-off, or the amount of such dispute or claim, as the case may be; or

            (f)  the Account Debtor is insolvent or the subject of any
bankruptcy case or insolvency proceeding of any kind; or

            (g) the Account is not payable in Dollars or the Account Debtor is
either not incorporated under the laws of the United States of America, any
state thereof or the District of Columbia or is located outside or has its
principal place of business or substantially all of its assets outside the
United States, except to the extent the Account is supported by an irrevocable
<PAGE>
                                                                              15


letter of credit reasonably satisfactory to the Administrative Agent (as to
form, substance and issuer) and assigned to and directly drawable by the
Administrative Agent; or

            (h) the sale to the Account Debtor is on a bill-and-hold, guaranteed
sale, sale-and-return, ship-and-return, sale on approval, extended terms or
consignment or other similar basis or made pursuant to any other agreement
providing for repurchase or return of any merchandise which has been claimed to
be defective or otherwise unsatisfactory; or

            (i) the Account Debtor is the United States of America or any
department, agency or instrumentality thereof, unless (A) the Company, duly
assigns its rights to payment of such Account to the Administrative Agent
pursuant to the Assignment of Claims Act of 1940, as amended, which assignment
and related documents and filings shall be in form and substance reasonably
satisfactory to the Administrative Agent or (B) the amount of such Account is
less than 10% of the gross trades account receivables; or

            (j) the goods giving rise to such Account have not been shipped and
title has not been transferred to the Account Debtor, or the Account represents
a progress-billing or otherwise does not represent a completed sale; for
purposes hereof, "progress-billing" means any invoice for goods sold or leased
or services rendered under a contract or agreement pursuant to which the Account
Debtor's obligation to pay such invoice is conditioned upon the Company's
completion of any further performance under the contract or agreement; or

            (k) the Account does not comply in all material respects with the
requirements of all applicable laws and regulations, whether Federal, state or
local, including without limitation the Federal Consumer Credit Protection Act,
the Federal Truth in Lending Act and Regulation Z of the Board; or

            (l) the Account is subject to any adverse security deposit,
retainage or other similar advance made by or for the benefit of the Account
Debtor, in each case to the extent thereof; or

            (m) (i) it is not subject to a valid and perfected first priority
Lien in favor of the Administrative Agent for the benefit of the Secured
Parties, subject to no other Liens other than the Liens (if any) permitted by
the Credit Documents or (ii) it does not otherwise conform in all material
respects to the representations and warranties contained in the Credit Documents
relating to Accounts; or

            (n) as to all or any part of such Account, a check, promissory note,
draft, trade acceptance or other Instrument for the payment of money has been
received, presented for payment and returned uncollected for any reason; or

            (o)  the Account is due and payable in less than seven days
(weekly accounts); or

            (p)  any Account that is subject to any defense, counterclaim,
setoff or dispute.

            In determining the aggregate amount of Accounts from the same
Account Debtor that are unpaid more than 90 days from the date of invoice or
more than 60 days from the due date (or with accounts being designated as
national accounts in accordance with the Company's
<PAGE>
                                                                              16


existing accounts designation practices, such accounts are unpaid more than 120
days from the date of invoice or 90 days from the due date) pursuant to clause
(c) above, there shall be excluded the amount of any net credit balances
relating to Accounts with invoice dates more than 90 days prior to the date of
determination or more than 60 days from the due date.

            Notwithstanding the foregoing, all Accounts of any single Account
Debtor and its Affiliates which in the aggregate exceed 10% of the total amount
of all Eligible Accounts receivable at the time of any determination shall be
deemed not to be Eligible Accounts receivable to the extent of such excess.

            "Eligible DC Inventory": all Eligible Inventory of the Company and
its Subsidiaries, less Slow Moving Inventory, located at any Company
distribution center, regional distribution center and/or main depot.

            "Eligible Inventory": at the time of any determination thereof,
without duplication, all Inventory at the time of such determination that is not
ineligible for inclusion in the calculation of the Borrowing Base pursuant to
any of clauses (a) through (k) below or otherwise deemed by the Administrative
Agent in good faith to be ineligible for inclusion in the calculation of the
Borrowing Base as described below. Without limiting the foregoing, to qualify as
"Eligible Inventory" no person other than the Company, as applicable, shall have
any direct or indirect ownership interest or title to such Inventory and no
person other than the Company, shall be indicated on any purchase order or
invoice with respect to such Inventory as having or purporting to have an
interest therein. Standards of eligibility may be fixed from time to time solely
by the Administrative Agent in its sole reasonable discretion, with any changes
in such standards to be effective 10 days after delivery of notice thereof to
the Company. In determining the amount to be so included, the amount of such
Inventory shall be valued at the lower of cost or market on a basis consistent
with the Company's or such Subsidiary's current and historical accounting
practice less reserves taken, if any, (i) on account of physical inventory
adjustments, (ii) for restructuring, store closings, warranties, shrink,
defective or return to vendor and price changes as recorded in the Company's
general ledger and accounting records, (iii) for any goods returned or rejected
by the Company's or such Subsidiary's customers as damaged or defective, scrap,
obsolete or otherwise non-salable, return to vendor goods, supplies, (iv) for
goods in transit to the Company from third parties not to exceed eligibility of
$3,000,000 that are not excluded pursuant to clause (a), (b), (c), (d) or (e)
below, (v) for Liens referred to in clause (c)(i) below, Eligible Inventory
shall exclude certain reserves determined by the Administrative Agent in its
sole reasonable discretion to be updated from time to time including a Rent
Reserve, Slow Moving Reserve, Core Reserve, Dirty Core Reserve, Return and Other
Reserve and (vi) for Liens referred to in clause (c)(ii) below as established by
the Administrative Agent in its sole reasonable discretion. Unless otherwise
approved in writing by the Collateral Agent, no Inventory shall be deemed
Eligible Inventory of the Company or its Subsidiaries if:

            (a) the Company does not have sole and good, valid and unencumbered
title thereto (other than Liens held by the Administrative Agent for the benefit
of the Lenders under the Credit Documents) or is leased or on consignment;
<PAGE>
                                                                              17


            (b) the Inventory is not located at or in transit to property that
is owned or leased by the Company or such Subsidiary or it is duties due and
payable for goods in transit to the Company from a third party;

            (c) the Inventory is not subject to a perfected Lien in favor of the
Collateral Agent prior to all other Liens except for (i) Liens arising by
operation of law with respect to which either a Landlord Lien Waiver has been
obtained or a Rent Reserve has been established (a Rent Reserve with respect to
all such Liens shall be deemed to have been established if an amount equal to
the maximum amount set forth in clause (v) of this definition is established)
and (ii) with respect to Eligible Inventory located at or in transit to sites
described in clause (b) above, for Liens for normal and customary warehousing
and transportation charges (appropriate reserves for which have been reasonably
established for borrowing base purposes by the Company or such Subsidiary);

            (d)   the Inventory is not located in the United States;

            (e)   the Inventory does not conform in all material respects to
the representations and warranties contained in this Agreement or any of the
Security Documents;

            (f)   it is display items, samples or packing or shipping
materials or Supply Inventory;

            (g) it is non-auto parts inventory such as soda, candy, snacks,
magazines, miscellaneous non-auto accessories, etc. whereby 50% of such non auto
parts inventory is considered Eligible Inventory not to exceed eligibility of
$3,000,000;

            (h) it is goods returned or rejected, damaged, defective warranty
goods, and core returns held by the Company to be sent to Company Distribution
Centers or Regional Distribution Centers for redeployment or return to vendor;

            (i) it is seconds or thirds, damaged or is designated by the Company
as obsolete, unmerchantable or otherwise unsaleable in the ordinary course of
business, or does not otherwise conform to the representations and warranties
contained in the Credit Documents;

            (j) it is not located on property owned or leased by the Company or
in a contract warehouse, in each case, specified on Schedule 5.13, and, except
as otherwise approved by the Administrative Agent, covered by an agreement
reasonably satisfactory in form and substance to the Administrative Agent
covering the Administrative Agent's access to such Inventory and waiving the
lessor's or contract warehouseman's Liens therein and segregated or otherwise
separately identifiable from goods of all others, if any, stored on the premises
including inventory held at the Genco facility; or

            (k) it is drop-ship merchandise in-transit from vendors directly to
customers including merchandise ordered by customers via the internet, through
the Company's catalog or through a commercial store.

            "Eligible Store Inventory":  all Eligible Inventory of the
Company and its Subsidiaries, less Slow Moving Inventory, located at any
store.
<PAGE>
                                                                              18


             "Environmental Laws": any and all Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees
or requirements of any Governmental Authority or requirements of law (including
court-ordered requirements of common law) regulating or imposing liability or
standards of conduct concerning, environmental or public health protection
matters, including, without limitation, Hazardous Materials, as now or may at
any time hereafter be in effect.

            "Environmental Reports":  the Phase 1 environmental assessments
covering certain owned and leased real properties of the Company and its
Subsidiaries made available by the Company to the Administrative Agent prior
to October 30, 1996.

            "ERISA":  the Employee Retirement Income Security Act of 1974, as
amended from time to time.

            "Eurocurrency Reserve Requirements":  as defined in the
definition of Eurodollar Rate.

            "Eurodollar Lending Office":  as to any Lender the office of such
Lender which shall be making or maintaining Eurodollar Loans.

            "Eurodollar Loans":  Loans at such time as they are made and/or
being maintained at a rate of interest based upon a Eurodollar Rate.

            "Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
the "Eurodollar Rate" shall be determined by reference to such other comparable
publicly available service for displaying eurodollar rates as may be selected by
the Administrative Agent or, in the absence of such availability, by reference
to the rate at which the Administrative Agent is offered Dollar deposits at or
about 11:00 A.M., New York City time, two Business Days prior to the beginning
of such Interest Period in the interbank eurodollar market where its eurodollar
and foreign currency and exchange operations are then being conducted for
delivery on the first day of such Interest Period for the number of days
comprised therein.

             "Event of Default":  any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

            "Excess Cash Flow": at the end of any fiscal year of the Company
beginning with the 2002 fiscal year, the excess of (a) the sum, without
duplication, of (i) Consolidated EBITDA for the period from February 4, 2002 to
the end of such fiscal year and (ii) extraordinary cash gains with respect to
such period over (b) the sum, without duplication, of (i) the aggregate amount
actually paid by the Company and its Subsidiaries in cash since February 4, 2002
on account of capital expenditures (other than capital expenditures made with
the proceeds of eminent domain or condemnation proceedings to the extent such
proceeds are not included in the determination of Consolidated EBITDA for such
period), (ii) the aggregate
<PAGE>
                                                                              19


amount of payments of principal in respect of any Indebtedness since February 4,
2002 (other than any such payments of principal pursuant to subsections
4.4(b)(i), (ii), (iii) and (iv) or any such payment of principal in respect of
any revolving credit facility to the extent that there is not an equivalent
reduction in such facility), (iii) increases in working capital (calculated as
Consolidated Current Assets at the end of such period minus Consolidated Current
Liabilities as at the end of such period) of the Company and its Subsidiaries
since February 4, 2002 (excluding any increase in cash or Cash Equivalents above
an increase deemed in good faith by the Company to be necessary or desirable for
the operation of the business of the Company and its Subsidiaries), (iv) cash
interest expense (including fees paid in connection with Letters of Credit,
surety bonds, commitment fees and other periodic bank charges) of the Company
since February 4, 2002, (v) the amount of dividends actually paid in cash by the
Company to Holdings to the extent not deducted from revenues in determining
Consolidated Net Income of the Company and its Subsidiaries for such period, as
permitted by subsections 8.10(c)(i) and (ii), (vi) the amount of taxes actually
paid in cash by the Company and its Subsidiaries since February 4, 2002 either
during such period or within a normal payment period thereafter, (vii) the
amount of cash actually paid to repurchase Capital Stock of Holdings pursuant to
subsection 8.10(c)(iii) since February 4, 2002, (viii) extraordinary cash losses
with respect to such period, (ix) any fees and expenses incurred in connection
with the Transaction and (x) to the extent added to Consolidated Net Income of
the Company and its Subsidiaries in calculating Consolidated EBITDA for such
period, the net cost of Interest Rate Agreements, franchise taxes and management
fees during such period.

             "Excluded Foreign Subsidiary": any Foreign Subsidiary in respect of
which either (a) the pledge of all of the Capital Stock of such Subsidiary as
Collateral or (b) the guaranteeing by such Subsidiary of the obligations of the
Company hereunder, would, in the good faith judgment of the Company, result in
adverse tax consequences to the Company.

            "Existing Credit Agreement":  as defined in the recitals hereto.

            "Existing Convertible Debt":  the Indebtedness under the Existing
Convertible Notes.

            "Existing Convertible Notes":  the existing $30,000,000 of
convertible debt of Holdings to be converted into equity of Holdings.

             "Fee Property":  as defined in subsection 5.13.

            "Financing Lease": (a) any lease of property, real or personal, the
obligations under which are capitalized on a consolidated balance sheet of the
Company and its consolidated Subsidiaries and (b) any other such lease to the
extent that the then present value of any rental commitment thereunder should,
in accordance with GAAP, be capitalized on a balance sheet of the lessee.

             "Fiscal Year":  the fiscal year of the Company ending on the
Sunday closest to January 31 of the following year.

            "Foreign Subsidiary":  any Subsidiary of the Company which is not
organized under the laws of the United States of America or any state thereof
or the District of Columbia.
<PAGE>
                                                                              20


            "GAAP":  generally accepted accounting principles in the United
States of America in effect from time to time.

            "Going Out of Business Sale": as of the date of any determination
thereof, a professional opinion of the estimated most probable price expressed
in terms of Dollars which the inventory of the Company and its Subsidiaries
typically could realize in a going out of business sale, properly advertised and
professionally managed, by a seller obligated to sell over a defined period not
to exceed 10 weeks from the date of the sale commencement.

            "Governmental Authority":  any nation or government, any state or
other political subdivision thereof or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.

            "Gross Inventory": for any period, the total gross first-in
first-out general ledger inventory of such period, as determined in
accordance with the Company's historical accounting practices.

            "Group Members":  the collective reference to the Company and its
wholly-owned domestic Subsidiaries.

             "Hazardous Materials": any hazardous materials, hazardous wastes,
hazardous pesticides, hazardous or toxic substances, defined, listed, classified
or regulated as such in or under any Environmental Law, including, without
limitation, asbestos, petroleum, any other petroleum products (including
gasoline, crude oil or any fraction thereof) polychlorinated biphenyls and
urea-formaldehyde insulation.

            "Highest Lawful Rate":  as defined in subsection 11.12.

            "Holdings":  CSK Auto Corporation.

            "Holdings Convertible Securities": as defined in the recitals
hereto.

            "In Transit Inventory":  Inventory in transit to the Company from
a third party.

             "Indebtedness": of a Person, at a particular date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (b) the undrawn face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder and unpaid reimbursement obligations with respect
thereto, (c) all liabilities (other than Lease Obligations) secured by any Lien
on any property owned by such Person, even though such Person has not assumed or
become liable for the payment thereof, (d) Financing Leases and (e) all
indebtedness of such Person arising under acceptance facilities; but excluding
(i) trade and other accounts payable and accrued expenses payable in the
ordinary course of business, (ii) letters of credit supporting the purchase of
goods in the ordinary course of business and expiring no more than six months
from the date of issuance and (iii) obligations in respect of Interest Rate
Agreements.

            "indemnified liabilities":  as defined in subsection 11.5.
<PAGE>
                                                                              21


             "Insolvency":  with respect to a Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used
in Section 4245 of ERISA.

            "Intercompany Notes":  the note issued by the Company to
Holdings, in connection with the Existing Convertible Securities, the
proceeds of which have been downstreamed to the Company.

             "Interest Coverage Ratio": on the last day of any fiscal quarter of
the Company, the ratio of (a) Consolidated EBITDA for the period of four fiscal
quarters ending on such day to (b) cash interest expense (excluding fees payable
on account of Letters of Credit and, to the extent included in interest expense
in accordance with GAAP, net costs associated with Interest Rate Agreements to
which the Company is party in respect of the Loans, amortization of debt
discount (including discount of liabilities and reserves established under APB
16), costs of debt issuance and interest expense on customer deposits) for the
period described in clause (a) above net of interest income, in each case for or
during such period on a consolidated basis for the Company and its Subsidiaries.

            "Interest Payment Date": (a) as to Alternate Base Rate Loans, the
last day of each March, June, September and December, commencing on the first
such day to occur after any Alternate Base Rate Loans are made or any Eurodollar
Loans are converted to Alternate Base Rate Loans, (b) as to any Eurodollar Loan
in respect of which the Company has selected an Interest Period of one, two or
three months, the last day of such Interest Period and (c) as to any Eurodollar
Loan in respect of which the Company has selected an Interest Period longer than
three months, on each successive date three months after the first day of such
Interest Period.

            "Interest Period":  with respect to any Eurodollar Loan:

                  (a) initially, the period commencing on, as the case may be,
the Borrowing Date or conversion date with respect to such Eurodollar Loan and
ending one, two, three, six or, if and when available to all of the relevant
Lenders, nine or twelve months thereafter as selected by the Company in its
notice of borrowing as provided in subsection 4.1 or its notice of conversion as
provided in subsection 4.2; and

                  (b) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar Loan and ending
one, two, three, six or, if and when available to all the relevant Lenders, nine
or twelve months thereafter as selected by the Company by irrevocable notice to
the Administrative Agent not less than three Business Days prior to the last day
of the then current Interest Period with respect to such Eurodollar Loan;

provided that the foregoing provisions relating to Interest Periods are
subject to the following:

                  (A) if any Interest Period would otherwise end on a day which
is not a Business Day, that Interest Period shall be extended to the next
succeeding Business Day, unless the result of such extension would be to carry
such Interest Period into another calendar month, in which event such Interest
Period shall end on the immediately preceding Business Day;
<PAGE>
                                                                              22


                  (B) the Company may not select an Interest Period that would
extend beyond the Revolving Termination Date or beyond the Maturity Date, as the
case may be; provided that, if the Revolving Termination Date or the Maturity
Date shall not be a Business Day, such Interest Period shall end on the next
preceding Business Day, as the case may be;

                  (C) if the Company shall fail to give notice as provided above
in clause (b), it shall be deemed to have selected a conversion of a Eurodollar
Loan into an Alternate Base Rate Loan (which conversion shall occur
automatically and without need for compliance with the conditions for conversion
set forth in subsection 4.2);

                  (D) any Interest Period that begins on the last day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of a calendar month; and

                  (E) the Company shall select Interest Periods so as not to
require a prepayment (to the extent practicable) or a scheduled payment of a
Eurodollar Loan during an Interest Period for such Eurodollar Loan.

            "Interest Rate Agreement": any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, currency hedge
agreement or other similar agreement or arrangement; provided that the amount of
any such Interest Rate Agreement for purposes of subsection 9(e) shall be based
on calculation of payments for early termination in a reasonable manner in
accordance with customary industry practices.

            "Inventory": as defined in the Uniform Commercial Code as in effect
in the State of New York; and, with respect to the Company and its Subsidiaries,
all such Inventory of the Company or such Subsidiary including, without
limitation, all finished goods, wares and merchandise, finished or unfinished
parts, components, assemblies held for sale to third party customers by the
Company or such Subsidiary.

            "Investcorp Shareholders":  INVESTCORP S.A. and its Affiliates
(provided that the reference to 25% in the definition of Affiliate contained
in this subsection 1.1 shall be deemed to be 51%) and Subsidiaries.

             "Investors":  Investcorp Investment Equity Limited and certain
of its Affiliates and other international investors and the Carmel Trust and
its Affiliates.

            "Issuing Lender": JPMorgan Chase Bank and any of its Affiliates or
such other financial institution selected by the Company and approved by
JPMorgan Chase Bank, as issuers of the Letters of Credit.

            "JPMorgan Chase Bank":  JPMorgan Chase Bank, a New York banking
corporation, and its successors.

            "Landlord Lien Waiver": a written agreement or as otherwise is
reasonably acceptable to the Administrative Agent, pursuant to which a Person
shall waive or subordinate its rights and claims as landlord in any Inventory of
the Company or its Subsidiaries for unpaid
<PAGE>
                                                                              23


rents, grant access to the Administrative Agent for the repossession and sale of
such inventory and make other agreements relative thereto.

            "L/C Application": as defined in subsection 3.5(a).

            "L/C Obligations": the obligations of the Company to reimburse the
Issuing Lender for any payments made by the Issuing Lender under any Letter of
Credit that have not been reimbursed by the Company pursuant to subsection
3.8(a).

            "L/C Participating Interest": an undivided participating interest
(equal to such Lender's Revolving Commitment Percentage) in the face amount of
each issued and outstanding Letter of Credit and the L/C Application relating
thereto.

            "L/C Participation Certificate": the certificate in substantially
the form of Exhibit F.

            "Lead Arrangers":  collectively, J.P. Morgan Securities Inc. and
CSFB, as joint lead arrangers and joint book managers.

            "Lease Obligations": of the Company and its Subsidiaries, as of the
date of any determination thereof, the rental commitments of the Company and its
Subsidiaries determined on a consolidated basis, if any, under leases for real
and/or personal property (net of rental commitments from sub-leases thereof),
excluding however, obligations under Financing Leases.

            "Leased Property": as defined in subsection 5.13.

            "Lenders":  as defined in the preamble hereto; provided, that
unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include any Conduit Lender.

            "Letters of Credit": the collective reference to the Commercial
L/Cs and the Standby L/Cs; individually, a "Letter of Credit".

            "Leverage Ratio":  as defined in subsection 8.7.

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable law of any jurisdiction in respect of
any of the foregoing except for the filing of financing statements in connection
with Lease Obligations incurred by the Company or its Subsidiaries to the extent
that such financing statements relate to the property subject to such Lease
Obligations).

            "Loans":  the collective reference to the Swing Line Loans, the
Term Loans and the Revolving Loans; individually, a "Loan".
<PAGE>
                                                                              24


            "Maturity Date":  December 21, 2004.

            "Multiemployer Plan":  a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

            "Net Proceeds":  the aggregate cash proceeds received by
Holdings, the Company or any Subsidiary of the Company in respect of:

                  (a) (i) any issuance or borrowing of any debt securities or
loans by the Company or any Subsidiary other than debt or loans permitted to be
incurred or borrowed pursuant to subsection 8.1 or (ii) any issuance of Capital
Stock;

                  (b) any Asset Sale, excluding (i) any net proceeds received
upon any condemnation or exercise of rights of eminent domain to the extent the
same shall be deemed not to constitute Net Proceeds pursuant to the proviso to
subsection 8.5(d) and (ii) any proceeds of insurance received upon any casualty
or loss;

                  (c)  any cash received in respect of substantially
like-kind exchanges of property to the extent provided in the proviso to
subsection 8.5(e); and

                  (d)  any cash payments received in respect of promissory
notes delivered to the Company or such Subsidiary in respect of an Asset Sale;

in each case net of (without duplication) (A) the amount required to repay any
Indebtedness (other than the Loans) secured by a Lien on any assets of the
Company or a Subsidiary of the Company that are collateral for any such debt
securities or loans that are sold or otherwise disposed of in connection with
such Asset Sale, (B) the reasonable expenses (including legal fees and brokers'
and underwriters' commissions, lenders fees or credit enhancement fees, in any
case, paid to third parties or, to the extent permitted hereby, Affiliates)
incurred in effecting such issuance or sale and (C) any taxes reasonably
attributable to such sale and reasonably estimated by the Company or such
Subsidiary to be actually payable.

            "Net Recovery Percentage": as of the date of any determination
thereof, the net recovery percentage as determined by an independent appraisal
for a sale of the inventory of the Company and its Subsidiaries, performed on a
Going Out of Business Sale and Orderly Liquidation Sale basis.

             "Non-Funding Lender":  as defined in subsection 4.9(c).

            "Orderly Liquidation Sale": as of the date of any determination
thereof, a professional opinion of the net proceeds that could be expected from
an orderly liquidation sale of the inventory of the Company and its
Subsidiaries, professionally managed, over a term of 12 weeks. It is based on
the premise that the Company and its Subsidiaries are in limited operation,
utilizing select current employees of the Company and its Subsidiaries, for the
purpose of liquidating the inventory. The inventory would be disposed of on a
piecemeal basis or through appropriate groupings, under a scenario whereby the
purchaser(s) are buying "as is where is" for cash or Cash Equivalents. The
inventory would be sold on a free on board warehouse basis. The
<PAGE>
                                                                              25


estimated net proceeds would take into consideration current economic trends and
the condition, location and marketability of such inventory.

            "Notes":  the collective reference to the Swing Line Note, the
Revolving Notes and the Term Loan Notes; each of the Notes, a "Note".

             "Participants":  as defined in subsection 11.6(b).

            "Participating Lender":  any Lender (other than the Issuing
Lender) with respect to its L/C Participating Interest in each Letter of
Credit.

            "PartsAmerica Services Agreement": the services agreement among
PartsAmerica, Advance Stores and the Company and any related agreements, as
the same may be amended, modified, restated or supplemented from time to time.

            "Payment Sharing Notice": a written notice from the Company or any
Lender informing the Administrative Agent that an Event of Default has occurred
and is continuing and directing the Administrative Agent to allocate payments
thereafter received from or on behalf of the Company in accordance with the
provisions of subsection 4.9.

            "PBGC":  the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor.

            "Permanent Subordinated Debt": (a) the Indebtedness under the
Permanent Subordinated Notes and (b) unsecured notes or debentures of the
Company, subordinated to the prior payment of the Loans and the other
obligations under the Credit Documents, that may be issued by the Company in
order to refinance the Permanent Subordinated Debt and/or prepay the Loans,
provided that (i) the maturity date, the interest rate, the scheduled
amortization, the final maturity and the subordination provisions shall be at
least as favorable to the Company and the Lenders as such Permanent Subordinated
Notes and the other terms and conditions thereof (including, without limitation,
the covenant and event of default provisions thereof but excluding any call
protection provisions) taken as a whole shall be at least as favorable to the
Company and the Lenders as such Permanent Subordinated Notes, (ii) no covenant
contained in this Agreement or any of the other Credit Documents would be
violated on the proposed issuance date after giving effect to (A) the issuance
of such notes or debentures, (B) the payment of all issuance costs, commissions,
discounts, redemption premiums and other fees and charges associated therewith,
(C) the use of proceeds thereof and (D) the redemption, repayment, retirement
and repurchase of all Indebtedness of the Company and its Subsidiaries to be
redeemed, repaid or repurchased in connection therewith and (iii) substantially
final drafts of the documentation governing any such notes or debentures,
showing the terms thereof, shall have been furnished to the Lenders at least 10
days prior to the date of issuance of such notes or debentures.

            "Permanent Subordinated Note Indenture": the Indenture, dated as
of October 30, 1996, between the Company and The Bank of New York (as
successor to Wells Fargo, N.A.), as trustee.

            "Permanent Subordinated Notes":  the 11% senior subordinated
notes due 2006 issued by the Company pursuant to the Permanent Subordinated
Note Indenture.
<PAGE>
                                                                              26


            "Permitted Liens":  Liens permitted to exist under subsection 8.2.

            "Person":  an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of
whatever nature.

            "Plan": at any particular time, any employee benefit plan as defined
in Section 3(3) of ERISA and not excluded by Section 4(b) of ERISA and in
respect of which the Company or a Commonly Controlled Entity is (or, if such
plan were terminated at such time, would under Section 4069 of ERISA be deemed
to be) an "employer" as defined in Section 3(5) of ERISA.

            "Pricing Grid": the pricing grid attached hereto as Annex A.

             "Refunded Swing Line Loans":  as defined in subsection 3.4(b).

            "Register":  as defined in subsection 11.6(d).

            "Regulation U": Regulation U of the Board of Governors of the
Federal Reserve System, as from time to time in effect.

            "Rent Reserve": with respect to any store, distribution center,
regional distribution center or depot where any Inventory subject to Liens
arising by operation of law that has not been waived by a Landlord Lien Waiver
is located, a reserve equal to two (2) months' rent at such store, distribution
center, regional distribution center or depot.

            "Reorganization":  with respect to a Multiemployer Plan, the
condition that such Plan is in reorganization as such term is used in Section
4241 of ERISA.

            "Reportable Event":  any of the events set forth in Section
4043(b) of ERISA other than those events as to which the thirty day notice
period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC
Reg. Section 2615.

            "Required Lenders": at a particular time, the holders of at least
51% of the sum of (i) the aggregate unpaid principal amount of the Term Loans,
if any, and (ii) the Revolving Commitments or, if the Revolving Commitments are
terminated, the aggregate unpaid principal amount of the Revolving Loans, and
participations in Swing Line Loans, the aggregate amount available to be drawn
at such time under all outstanding Letters of Credit and L/C Obligations. The
Term Loans and the Revolving Commitments of any Non-Funding Lender shall be
disregarded in determining Required Lenders at any time.

            "Requirement of Law": as to any Person, the Articles or Certificate
of Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation, order, or determination of
an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property, or to which
such Person or any of its property is subject.
<PAGE>
                                                                              27


             "Responsible Officer":  with respect to any Person, the
president, chief executive officer, the chief operating officer, the chief
financial officer, treasurer, controller or any vice president of such Person.

            "Return and Other Reserve": a reserve for damaged, defective or
warranty returns and other Inventory to be returned to vendors which shall be
updated and revised from time to time in the Administrative Agent's sole
reasonable discretion.

            "Revolving Commitment": as to any Lender, its obligations to make
Revolving Loans to the Company pursuant to subsection 3.1, and to purchase its
L/C Participating Interest in any Letter of Credit, in an aggregate amount not
to exceed the amount set forth under such Lender's name in Schedule I opposite
the caption "Revolving Commitment" or in Schedule 1 to the Assignment and
Acceptance by which such Lender acquired its Revolving Commitment, as the same
may be reduced from time to time pursuant to subsection 4.3 or 4.4(b) or
adjusted pursuant to subsection 11.6(c); collectively, as to all the Lenders,
the "Revolving Commitments". The original aggregate principal amount of the
Revolving Commitments is $130,000,000.

            "Revolving Commitment Percentage":  as to any Lender at any time,
the percentage of the aggregate Revolving Commitments then constituted by
such Lender's Revolving Commitment.

            "Revolving Commitment Period":  the period from and including the
Closing Date to but not including the Revolving Termination Date.

            "Revolving Lender":  as defined in subsection 10.10.

            "Revolving Loan" and "Revolving Loans":  as defined in subsection
3.1(a).

            "Revolving Note":  as defined in subsection 4.13(e).

            "Revolving Termination Date":  the earlier of (a) December 21,
2004 and (b) such other date as the Revolving Commitments shall terminate
hereunder.

             "Section 4.4 Lenders": at a particular time, the holders of (a) at
least 51% of the aggregate unpaid principal amount of the Term Loans, if any,
and (b) at least 51% of the Revolving Commitments or, if the Revolving
Commitments are terminated, the aggregate unpaid principal amount of the
Revolving Loans, and participations in Swing Line Loans and the aggregate amount
available to be drawn at such time under all outstanding Letters of Credit. The
Term Loans and the Revolving Commitments of any Non-Funding Lender shall be
disregarded in determining Section 4.4 Lenders at any time.

            "Security Documents": the collective reference to the Guarantee and
Collateral Agreement and all other security documents hereafter delivered to the
Administrative Agent granting a Lien on any property of any Person to secure the
obligations and liabilities of any Credit Party under any Credit Document.

            "Senior Unsecured Debt": (a) the Indebtedness under the Senior
Unsecured Notes and (b) unsecured notes or debentures of the Company that may be
issued by the Company in
<PAGE>
                                                                              28


order to refinance the Senior Unsecured Debt and/or the repayment of the Loans,
provided that (i) the maturity date, the interest rate, the scheduled
amortization and the final maturity shall be at least as favorable to the
Company and the Lenders as such Senior Unsecured Notes and the other terms and
conditions thereof (including, without limitation, the covenant and event of
default provisions thereof but excluding any call protection provisions) taken
as a whole shall be at least as favorable to the Company and the Lenders as such
Senior Unsecured Notes, (ii) no covenant contained in this Agreement or any of
the other Credit Documents would be violated on the proposed issuance date after
giving effect to (A) the issuance of such notes or debentures, (B) the payment
of all issuance costs, commissions, discounts, redemption premiums and other
fees and charges associated therewith, (C) the use of proceeds thereof and (D)
the redemption, repayment, retirement and repurchase of all Indebtedness of the
Company and its Subsidiaries to be redeemed, repaid or repurchased in connection
therewith and (iii) substantially final drafts of the documentation governing
any such notes or debentures, showing the terms thereof, shall have been
furnished to the Lenders at least 10 days prior to the date of issuance of such
notes or debentures.

            "Senior Unsecured Notes":  as defined in the recitals hereto.

            "Senior Unsecured Note Indenture": the Indenture, dated as of
December [   ], 2001, between the Company and The Bank of New York as trustee.

             "Single Employer Plan":  any Plan which is covered by Title IV
of ERISA and which is not a Multiemployer Plan.

            "Slow Moving Reserve": a reserve equal to Inventory in excess of a
52 week supply based on sales for the preceding 52 weeks and determined on an
individual SKU basis excluding core Inventory which shall be updated and revised
from time to time in the Administrative Agent's sole reasonable discretion.

            "Slow Moving Inventory": Inventory in excess of a 52 week supply
based on sales for the preceding 52 weeks and determined on an individual SKU
basis excluding core Inventory.

            "Standby L/C": an irrevocable letter of credit under which the
Issuing Lender agrees to make payments in Dollars for the account of the
Company, on behalf of the Company or any Subsidiary thereof in respect of
obligations of the Company or such Subsidiary incurred pursuant to contracts
made or performances undertaken or to be undertaken or like matters relating to
contracts to which the Company or such Subsidiary is or proposes to become a
party in the ordinary course of the Company's or such Subsidiary's business,
including, without limiting the foregoing, for insurance purposes or in respect
of advance payments or as bid or performance bonds or for any other purpose for
which a standby letter of credit might customarily be issued.

            "Subsection 4.11(d)(2) Certificate":  as defined in subsection
4.11(d).

            "Subsidiary": as to any Person, any corporation of which shares of
stock of each class having ordinary voting power (other than stock having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of
<PAGE>
                                                                              29


such corporation are at the time owned by such Person or by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person. (A Subsidiary shall be deemed wholly-owned by a Person who owns all
of the voting shares of stock of such Subsidiary having voting power under
ordinary circumstances to vote for directors, except for directors' qualifying
shares.) Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company; provided that any joint venture in which an investment is made
pursuant to subsection 8.6(j) shall at the option of the Company, so long as (a)
such investment is maintained in reliance on such subsection 8.6(j) and (b) such
joint venture is not included in the consolidated financial statements of the
Company, not be a "Subsidiary" of the Company for any purpose of this Agreement.

            "Subsidiary Guarantor":  each Subsidiary of the Company other
than any Excluded Foreign Subsidiary.

            "Supermajority Lenders": at a particular time, the holders of at
least 66-2/3% of the sum of (i) the aggregate unpaid principal amount of the
Term Loans, if any, and (ii) the Revolving Commitments or, if the Revolving
Commitments are terminated, the aggregate unpaid principal amount of the
Revolving Loans, and participations in Swing Line Loans and the aggregate amount
available to be drawn at such time under all outstanding Letters of Credit. The
Term Loans and the Revolving Commitments of any Non-Funding Lender shall be
disregarded in determining Supermajority Lenders at any time.

            "Supplemental Reporting":  as described in Schedule 1 to the Form
of Borrowing Base Certificate.

            "Supply Inventory":  Inventory that is supplier, supply type
goods or designated/classified as supply inventory by the Company.

            "Swing Line Commitment":  the Swing Line Lender's obligation to
make Swing Line Loans pursuant to subsection 3.4.

            "Swing Line Lender":  Chase in its capacity as lender of the
Swing Line Loans.

            "Swing Line Loan Participation Certificate":  a certificate in
substantially the form of Exhibit G

            "Swing Line Loans":  as defined in subsection 3.4(a).

            "Swing Line Note":  as defined in subsection 4.13(e).

            "Syndication Agent":  CSFB, in its capacity as syndication agent
hereunder.

            "Synthetic Purchase Agreement" shall mean any agreement pursuant to
which the Company or any of its Subsidiaries is or may become obligated to make
(a) any payment in connection with the purchase by any third party from a Person
other than the Company or any of its Subsidiaries of any capital stock of the
Company or any of its Subsidiaries or any Indebtedness referred to in subsection
8.10 (other than in connection with any such payment
<PAGE>
                                                                              30


which the Company or any of its Subsidiaries would be permitted to make pursuant
to subsection 8.10 or 8.12, as applicable) or (b) any payment (except as
otherwise expressly permitted by subsection 8.10 or 8.12) the amount of which is
determined by reference to the price or value at any time of any such capital
stock or Indebtedness; provided, that no phantom stock or similar plan providing
for payments only to current or former directors, officers or employees of the
Company or any of its Subsidiaries (or to their heirs or estates) shall be
deemed to be a Synthetic Purchase Agreement;

            "Term Loan Commitment": as to any Lender, its obligation to make a
Term Loan to the Company pursuant to subsection 2.1 in an aggregate amount not
to exceed the amount set forth under such Lender's name in Schedule I opposite
the caption "Term Loan Commitment" or in Schedule 1 to the Assignment and
Acceptance pursuant to which a Lender acquires its Term Loan Commitment, as the
same may be adjusted pursuant to subsection 11.6(c); collectively, as to all the
Lenders, the "Term Loan Commitments". The original aggregate principal amount of
the Term Loan Commitments is $170,000,000.

            "Term Loan Commitment Percentage":  as to any Lender at any time,
the percentage of the aggregate Term Loan Commitments then constituted by
such Lender's Term Loan Commitment.

             "Term Loan Lenders":  at any time, any Lender with a Term Loan
Commitment or Term Loan.

            "Term Loan Note":  as defined in subsection 4.13(e).

             "Term Loans":  as defined in subsection 2.1.

             "Transaction":  as defined in the recitals hereto.

             "Transferee":  as defined in subsection 11.6(f).

            "Type":  as to any Loan, its nature as an Alternate Base Rate
Loan or Eurodollar Loan.

            "UBS":  UBS AG, Stamford Branch.

            "Uniform Customs":  the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, or, as the case may be, International Standby Practices
ISP 98, International Chamber of Commerce Publication No. 59 and, in either
case, any amendments thereof.

            1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Notes, any other Credit Document or any certificate or other
document made or delivered pursuant hereto.

            (b) As used herein and in the other Credit Documents, and any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to the Company and its Subsidiaries not defined in
Section 1.1 and accounting terms partly defined in
<PAGE>
                                                                              31


Section 1.1, to the extent not defined, shall have the respective meanings given
to them under GAAP. To the extent there are any changes in GAAP from the date of
this Agreement, the financial covenants set forth herein at the option of the
Company will either continue to be determined in accordance with GAAP in effect
on the Closing Date, as applicable, or be adjusted or reset to reflect such
changes in GAAP, such adjustments or resets to be mutually agreed to by the
Company and the Administrative Agent. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation",
the word "incur" shall be construed to mean incur, create, issue, assume or
become liable in respect of (and the words "incurred" and "incurrence" shall
have correlative meanings), the words "asset" and "property" shall be construed
to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including Capital Stock, securities, accounts
and leasehold interests, and references to agreements or other Contractual
Obligations shall, unless otherwise specified, be deemed to refer to such
agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section,
subsection, schedule and exhibit references are to this Agreement unless
otherwise specified.

            (d) The meanings given to terms defined herein shall be equally
applicable to the singular and plural forms of such terms.

            Section 2.   TERM LOANS

            2.1 Term Loan Commitments. Subject to the terms and conditions
hereof, each Lender severally agrees to make a loan in Dollars (individually, a
"Term Loan"; and collectively, the "Term Loans") to the Company on the Closing
Date, in an aggregate principal amount equal to such Lender's Term Loan
Commitment. The Term Loans shall be made initially as Alternate Base Rate Loans.

            2.2   Repayment of Term Loans.  The Company shall repay the Term
Loans on the Maturity Date or earlier as provided in subsection 4.4.

            2.3 Use of Proceeds. The proceeds of the Term Loans, together with
part of the proceeds of the Revolving Loans, will be used to finance in part the
Transaction and to pay certain of the fees, expenses and financing costs related
to the Transaction.

            Section 3.   AMOUNT AND TERMS OF REVOLVING COMMITMENTS

            3.1 Revolving Commitments. (a) Subject to the terms and conditions
hereof, each Lender severally agrees to the extent of its Revolving Commitment
(including such amount of the Revolving Loans (as defined below) outstanding on
the Closing Date) to extend credit to the Company from time to time on any
Borrowing Date during the Revolving Commitment Period (i) by purchasing an L/C
Participating Interest in each Letter of Credit issued by the Issuing Lender and
(ii) by making loans in Dollars (individually, such a Loan is a "Revolving
Loan", and collectively such Loans are the "Revolving Loans") to the Company
from time to time. Notwithstanding the above, (A) in no event shall any Letter
of Credit be issued if after
<PAGE>
                                                                              32


giving effect thereto the sum of the undrawn amount of all outstanding Letters
of Credit and the amount of all L/C Obligations would exceed $15,000,000 and (B)
in no event shall any Revolving Loans be made, or Letters of Credit be issued,
(x) if the aggregate amount of the Revolving Loans to be made or Letters of
Credit to be issued would, after giving effect to the use of proceeds, if any,
thereof, exceed the aggregate Available Revolving Commitments or (y) if, after
giving effect to such Revolving Loan or Letter of Credit, a Borrowing Base
Deficiency would exist. During the Revolving Commitment Period, the Company may
use the Revolving Commitments by borrowing, prepaying the Revolving Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof, and/or by having the Issuing Lender issue Letters of Credit,
having such Letters of Credit expire undrawn upon or if drawn upon, reimbursing
the Issuing Lender for such drawing, and having the Issuing Lender issue new
Letters of Credit.

            (b) The Revolving Loans made on the Closing Date shall be made
initially as Alternate Base Rate Loans. Each borrowing of Revolving Loans
pursuant to the Revolving Commitments shall be in an aggregate principal amount
of the lesser of (i) $1,000,000 or a whole multiple of $100,000 in excess
thereof, in the case of Alternate Base Rate Loans, and $2,000,000 or a whole
multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans and
(ii) the Available Revolving Commitments, except that any borrowing of Revolving
Loans to be used solely to pay a like amount of Swing Line Loans may be in the
aggregate principal amount of such Swing Line Loans.

            3.2 Commitment Fee. The Company agrees to pay to the Administrative
Agent for the account of each Lender (other than any Non-Funding Lender) a
commitment fee from and including the Closing Date to and including the
Revolving Termination Date, computed at the Commitment Fee Rate on the average
daily amount of the Available Revolving Commitment of such Lender during the
period for which payment is made (whether or not the Company shall have
satisfied the applicable conditions to borrowing or issuance of a Letter of
Credit set forth in Section 6). Such commitment fee shall be payable quarterly
in arrears on the last day of each March, June, September and December and on
the Revolving Termination Date, commencing on the first such date to occur on or
following the Closing Date (or, if earlier, the Revolving Termination Date).

            3.3   Proceeds of Revolving Loans.  The Company shall use the
proceeds of Revolving Loans (a) as set forth in subsection 2.3 and (b) for
general corporate purposes of the Company and its Subsidiaries.

            3.4 Swing Line Commitment. (a) Subject to the terms and conditions
hereof, the Swing Line Lender agrees, so long as the Administrative Agent has
not received notice that an Event of Default has occurred and is continuing, to
make swing line loans (individually, a "Swing Line Loan"; collectively, the
"Swing Line Loans") to the Company from time to time during the Revolving
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed $15,000,000, provided that no Swing Line Loan may be made if the
aggregate principal amount of the Swing Line Loans to be made would exceed the
aggregate Available Revolving Commitments at such time and provided, further,
that no Swing Line Loan may be made if, after giving effect thereto, a Borrowing
Base Deficiency would exist. Amounts borrowed by the Company under this
subsection 3.4 may be repaid and, through but excluding
<PAGE>
                                                                              33


the Revolving Termination Date, reborrowed. All Swing Line Loans shall be made
as Alternate Base Rate Loans and shall not be entitled to be converted into
Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable
notice (which notice must be received by the Swing Line Lender prior to 3:00
p.m., New York City time) on the requested Borrowing Date specifying the amount
of each requested Swing Line Loan, which shall be in an aggregate minimum amount
of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of
each Swing Line Loan will be made available by the Swing Line Lender to the
Company by crediting the account of the Company at the office of the Swing Line
Lender with such proceeds. The proceeds of Swing Line Loans may be used solely
for the purposes referred to in subsection 3.3.

            (b) The Swing Line Lender at any time in its sole and absolute
discretion may, and on the fifteenth day (or if such day is not a Business Day,
the next Business Day) and last Business Day of each month shall, on behalf of
the Company (which hereby irrevocably directs the Swing Line Lender to act on
its behalf) request each Lender, including the Swing Line Lender, to make a
Revolving Loan in an amount equal to such Lender's Revolving Commitment
Percentage of the amount of the Swing Line Loans (the "Refunded Swing Line
Loans") outstanding on the date such notice is given. Unless any of the events
described in paragraph (f) of Section 9 shall have occurred (in which event the
procedures of paragraph (c) of this subsection 3.4 shall apply) each Lender
shall make the proceeds of its Revolving Loan available to the Swing Line Lender
for the account of the Swing Line Lender at the Alternate Base Rate Lending
Office of the Swing Line Lender prior to 2:00 p.m. (New York City time) in funds
immediately available on the Business Day next succeeding the date such notice
is given. The proceeds of such Revolving Loans shall be immediately applied to
repay the Refunded Swing Line Loans.

            (c) If prior to the making of a Revolving Loan pursuant to paragraph
(b) of this subsection 3.4 one of the events described in paragraph (f) of
Section 9 shall have occurred, each Lender will, on the date such Loan was to
have been made, purchase an undivided participating interest in the Refunded
Swing Line Loan in an amount equal to its Revolving Commitment Percentage of
such Refunded Swing Line Loan. Each Lender will immediately transfer to the
Swing Line Lender in immediately available funds, the amount of its
participation and upon receipt thereof the Swing Line Lender will deliver to
such Lender a Swing Line Loan Participation Certificate dated the date of
receipt of such funds and in such amount.

            (d) Whenever, at any time after the Swing Line Lender has received
from any Lender such Lender's participating interest in a Refunded Swing Line
Loan, the Swing Line Lender receives any payment on account thereof, the Swing
Line Lender will distribute to such Lender its participating interest in such
amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded) in like funds as received; provided, however, that in the event that
such payment received by the Swing Line Lender is required to be returned, such
Lender will return to the Swing Line Lender any portion thereof previously
distributed by the Swing Line Lender to it in like funds as such payment is
required to be returned by the Swing Line Lender.

            (e) Each Lender's obligation to purchase participating interests
pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not
be affected by any
<PAGE>
                                                                              34


circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing
Line Lender, the Company or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of an Event of Default; (iii) any adverse change in
the condition (financial or otherwise) of the Company; (iv) any breach of this
Agreement by the Company or any other Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

            3.5 Issuance of Letters of Credit. (a) The Company may from time to
time request the Issuing Lender to issue a Standby L/C or a Commercial L/C by
delivering to the Issuing Lender at its address specified in subsection 11.2 or
as otherwise agreed between the Company and the Issuing Lender a letter of
credit application in the Issuing Lender's then customary form (the "L/C
Application") completed to the satisfaction of the Issuing Lender, together with
the proposed form of such Letter of Credit (which shall comply with the
applicable requirements of paragraph (b) below) and such other certificates,
documents and other papers and information as the Issuing Lender may reasonably
request; provided that if the Issuing Lender informs the Company that it is for
any reason unable to open such Letter of Credit, the Company may request any
Lender to open such Letter of Credit upon the same terms offered to the Issuing
Lender and each reference to the Issuing Lender for purposes of subsections 3.5
through 3.14, 6.1 and 6.2 shall be deemed to be a reference to such Issuing
Lender.

            (b) Each Standby L/C and Commercial L/C issued hereunder shall,
among other things, (i) be in such form requested by the Company as shall be
acceptable to the Issuing Lender in its sole reasonable discretion and (ii) in
the case of each Standby L/C, have an expiry date occurring not later than 365
days after the date of issuance of such Standby L/C and, in the case of each
Commercial L/C, have an expiry date occurring not later than 120 days after the
date of issuance of such Commercial L/C (or such longer time as shall be agreed
to by the Issuing Lender thereof, in its sole reasonable discretion) and, in all
cases, may be automatically renewed on its expiry date for an additional period
equal to the initial term but in no case shall any Letter of Credit have an
expiry date occurring later than three Business Days before the Revolving
Termination Date. Each L/C Application and each Letter of Credit shall be
subject to the Uniform Customs and, to the extent not inconsistent therewith,
the laws of the State of New York, in the case of JPMorgan Chase Bank and any of
its Affiliates, acting as Issuing Lender.

            (c) Notwithstanding anything to the contrary herein, the letters of
credit listed on Schedule 3.5(c) shall be deemed to have been issued hereunder
and deemed to be Letters of Credit for all purposes hereof.

            3.6 Participating Interests. Effective in the case of each Standby
L/C and Commercial L/C as of the date of the opening thereof, the Issuing Lender
agrees to allot and does allot, to itself and each other Lender, and each Lender
severally and irrevocably agrees to take and does take in such Letter of Credit
and the related L/C Application, an L/C Participating Interest in a percentage
equal to such Lender's Revolving Commitment Percentage.

            3.7 Procedure for Opening Letters of Credit. The Issuing Lender will
notify the Administrative Agent and each Lender after the end of each calendar
month of any L/C Applications received by the Issuing Lender from the Company
during such month. Upon receipt of any L/C Application from the Company, the
Issuing Lender will process such L/C
<PAGE>
                                                                              35


Application, and the other certificates, documents and other papers delivered to
the Issuing Lender in connection therewith, in accordance with its customary
procedures and, subject to the terms and conditions hereof, shall promptly open
such Letter of Credit by issuing the original of such Letter of Credit to the
beneficiary thereof and by furnishing a copy thereof to the Company, provided
that no such Letter of Credit shall be issued if subsection 3.1 would be
violated thereby.

            3.8 Payments in Respect of Letters of Credit. (a) The Company agrees
forthwith upon demand by the Issuing Lender and otherwise in accordance with the
terms of the L/C Application relating thereto (i) to reimburse the Issuing
Lender for any payment made by the Issuing Lender under any Letter of Credit
issued for the account of the Company and (ii) to pay interest on any
unreimbursed portion of any such payment from the date of such payment until
reimbursement in full thereof at a rate per annum equal to (A) on or prior to
the date which is one Business Day after the day on which the Issuing Lender
demands reimbursement from the Company for such payment, the Alternate Base Rate
plus the Applicable Margin for the Revolving Loans and (B) thereafter, the
Alternate Base Rate plus the Applicable Margin for Revolving Loans plus 2%.

            (b) In the event that the Issuing Lender makes a payment under any
Letter of Credit and is not reimbursed in full therefor forthwith upon demand of
the Issuing Lender, and otherwise in accordance with the terms of the L/C
Application relating to such Letter of Credit, the Issuing Lender will promptly
notify each other Lender. Forthwith upon its receipt of any such notice, each
other Lender will transfer to the Issuing Lender, in immediately available
funds, an amount equal to such other Lender's pro rata share of the L/C
Obligation arising from such unreimbursed payment. Promptly, upon its receipt
from such other Lender of such amount, the Issuing Lender will complete, execute
and deliver to such other Lender an L/C Participation Certificate dated the date
of such receipt and in such amount.

            (c) Whenever, at any time after the Issuing Lender has made a
payment under any Letter of Credit and has received from any other Lender such
other Lender's pro rata share of the L/C Obligation arising therefrom, the
Issuing Lender receives any reimbursement on account of such L/C Obligation or
any payment of interest on account thereof, the Issuing Lender will promptly
distribute to such other Lender its pro rata share thereof in like funds as
received; provided, however, that in the event that the receipt by the Issuing
Lender of such reimbursement or such payment of interest (as the case may be) is
required to be returned, such other Lender will return to the Issuing Lender any
portion thereof previously distributed by the Issuing Lender to it in like funds
as such reimbursement or payment is required to be returned by the Issuing
Lender.

            3.9 Letter of Credit Fees. (a) In lieu of any letter of credit
commissions and fees provided for in any L/C Application relating to Standby or
Commercial L/Cs (other than standard issuance, amendment and negotiation fees),
the Company agrees to pay the Administrative Agent, for the account of the
Issuing Lender and the Participating Lenders, with respect to each Standby or
Commercial L/C issued for the account of the Company, a Standby or Commercial
L/C fee, as the case may be, equal to the Applicable Margin for Revolving Loans
which are Eurodollar Loans (of which the Issuing Lender shall retain for its own
account, as the issuing bank and not on account of its L/C Participating
Interest therein, 1/4 of 1% per annum) on the daily average amount available to
be drawn under each Standby L/C in the case of a
<PAGE>
                                                                              36


Standby L/C and on the maximum face amount of each Commercial L/C in the case of
a Commercial L/C, in either case payable, in arrears, on the last day of each
fiscal quarter of the Company. The Administrative Agent will disburse any
Standby or Commercial L/C fees received pursuant to this subsection 3.9(a) to
the respective Lenders and the Issuing Lender promptly following the receipt of
any such fees in the case of a Standby L/C and, in the case of a Commercial L/C,
promptly following the end of the calendar month in which such Commercial L/C
fees were received. Notwithstanding the foregoing, the Company agrees to pay
standard issuance, amendment and negotiation fees to the Issuing Lender.

            (b) For purposes of any payment of fees required pursuant to this
subsection 3.9, the Administrative Agent agrees to provide to the Company a
statement of any such fees to be so paid; provided that the failure by the
Administrative Agent to provide the Company with any such invoice shall not
relieve the Company of its obligation to pay such fees.

            3.10 Letter of Credit Reserves. (a) If any Change in Law shall
either (i) impose, modify, deem or make applicable any reserve, special deposit,
assessment or similar requirement against letters of credit issued by the
Issuing Lender or (ii) impose on the Issuing Lender any other condition
regarding this Agreement (with respect to Letters of Credit) or any Letter of
Credit, and the result of any event referred to in clause (i) or (ii) above
shall be to increase the cost of the Issuing Lender of issuing or maintaining
any Letter of Credit (which increase in cost shall be the result of the Issuing
Lender's reasonable allocation of the aggregate of such cost increases resulting
from such events), then, upon demand by the Issuing Lender, the Company shall
immediately pay to the Issuing Lender, from time to time as specified by the
Issuing Lender, additional amounts which shall be sufficient to compensate the
Issuing Lender for such increased cost, together with interest on each such
amount from the date demanded until payment in full thereof at a rate per annum
equal to the rate applicable to Alternate Base Rate Loans pursuant to subsection
4.5(b). The Company shall not be required to make any payments to the Issuing
Lender for any additional amounts pursuant to this subsection 3.10(a) unless the
Issuing Lender has given written notice to the Company of its intent to request
such payments prior to or within 60 days after the date on which the Issuing
Lender became entitled to claim such amounts. A certificate, setting forth in
reasonable detail the calculation of the amounts involved, submitted by the
Issuing Lender to the Company concurrently with any such demand by the Issuing
Lender, shall be conclusive, absent manifest error, as to the amount thereof.

            (b) In the event that any Change in Law with respect to the Issuing
Lender shall, in the opinion of the Issuing Lender, require that any obligation
under any Letter of Credit be treated as an asset or otherwise be included for
purposes of calculating the appropriate amount of capital to be maintained by
the Issuing Lender or any corporation controlling the Issuing Lender, and such
Change in Law shall have the effect of reducing the rate of return on the
Issuing Lender's or such corporation's capital, as the case may be, as a
consequence of the Issuing Lender's obligations under such Letter of Credit to a
level below that which the Issuing Lender or such corporation, as the case may
be, could have achieved but for such Change in Law (taking into account the
Issuing Lender's or such corporation's policies, as the case may be, with
respect to capital adequacy) by an amount deemed by the Issuing Lender to be
material, then from time to time following notice by the Issuing Lender to the
Company of such Change in Law, within 15 days after demand by the Issuing
Lender, the Company shall pay to the Issuing Lender such additional amount or
amounts as will compensate the Issuing Lender or such corporation, as the
<PAGE>
                                                                              37


case may be, for such reduction. The Issuing Lender agrees that, upon the
occurrence of any event giving rise to the operation of paragraph (a) or (b) of
this subsection 3.10 with respect to the Issuing Lender, it will, if requested
by the Company and to the extent permitted by law or by the relevant
Governmental Authority, endeavor in good faith to avoid or minimize the increase
in costs or reduction in payments resulting from such event; provided, however,
that such avoidance or minimization can be made in such a manner that the
Issuing Lender, in its sole determination, suffers no economic, legal or
regulatory disadvantage. The Company shall not be required to make any payments
to the Issuing Lender for any additional amounts pursuant to this subsection
3.10(b) unless the Issuing Lender has given written notice to the Company of its
intent to request such payments prior to or within 60 days after the date on
which the Issuing Lender became entitled to claim such amounts. A certificate,
in reasonable detail setting forth the calculation of the amounts involved,
submitted by the Issuing Lender to the Company concurrently with any such demand
by the Issuing Lender, shall be conclusive, absent manifest error, as to the
amount thereof.

            (c) The Company and each Participating Lender agrees that the
provisions of the foregoing paragraphs (a) and (b) shall apply equally to each
Participating Lender in respect of its L/C Participating Interest in such Letter
of Credit, as if the references in such paragraphs and provisions referred to,
where applicable, such Participating Lender or, in the case of paragraph (b),
any corporation controlling such Participating Lender.

            3.11 Further Assurances. The Company hereby agrees, from time to
time, to do and perform any and all acts and to execute any and all further
instruments reasonably requested by the Issuing Lender more fully to effect the
purposes of this Agreement and the issuance of Letters of Credit hereunder.

            3.12 Obligations Absolute. The payment obligations of the Company
under this Agreement with respect to the Letters of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

            (i) the existence of any claim, set-off, defense or other right
      which the Company or any of its Subsidiaries may have at any time against
      any beneficiary, or any transferee, of any Letter of Credit (or any
      Persons for whom any such beneficiary or any such transferee may be
      acting), the Issuing Lender, the Administrative Agent or any Lender, or
      any other Person, whether in connection with this Agreement, any Credit
      Document, the transactions contemplated herein, or any unrelated
      transaction;

            (ii) any statement or any other document presented under any Letter
      of Credit proving to be forged, fraudulent or invalid or any statement
      therein being untrue or inaccurate in any respect;

            (iii) payment by the Issuing Lender under any Letter of Credit
      against presentation of a draft or certificate or other document which
      does not comply with the terms of such Letter of Credit or is insufficient
      in any respect, except where such payment constitutes gross negligence or
      willful misconduct on the part of the Issuing Lender; or
<PAGE>
                                                                              38


            (iv) any other circumstances or happening whatsoever, whether or not
      similar to any of the foregoing, except for any such circumstances or
      happening constituting gross negligence or willful misconduct on the part
      of the Issuing Lender.

            3.13 Assignments. No Participating Lender's participation in any
Letter of Credit or any of its rights or duties hereunder shall be subdivided,
assigned or transferred (other than in connection with a transfer of part or all
of such Participating Lender's Revolving Commitment in accordance with
subsection 11.6(c)) without the prior written consent of the Issuing Lender,
which consent will not be unreasonably withheld. Such consent may be given or
withheld without the consent or agreement of any other Participating Lender.
Notwithstanding the foregoing, a Participating Lender may subparticipate its L/C
Participating Interest without obtaining the prior consent or agreement of the
Issuing Lender.

            3.14 Participations. Each Lender's obligation to purchase
participating interests pursuant to subsection 3.6 shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Issuing Lender, the Company or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of an Event
of Default; (iii) any adverse change in the condition (financial or otherwise)
of the Company; (iv) any breach of this Agreement by the Company or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

            Section 4.        GENERAL PROVISIONS APPLICABLE TO LOANS

            4.1 Procedure for Borrowing. (a) The Company may borrow under the
Commitments on any Business Day, provided that, with respect to any borrowing,
the Company shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 2:00 p.m. (or, with
respect to Swing Line Loans, 3:00 p.m.), New York City time), (i) three Business
Days prior to the requested Borrowing Date if all or any part of the Loans are
to be Eurodollar Loans and (ii) one Business Day prior to the requested
Borrowing Date (or, in the case of Swing Line Loans, on the requested Borrowing
Date) if the borrowing is to be solely of Alternate Base Rate Loans and
specifying (A) the amount of the borrowing, (B) whether such Loans are initially
to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof,
(C) if the borrowing is to be entirely or partly Eurodollar Loans, the length of
the Interest Period for such Eurodollar Loans and (D) whether the Loan is a Term
Loan (with respect to Loans to be made on the Closing Date), a Swing Line Loan
or a Revolving Loan; provided, however, that the Loans made on the Closing Date
shall be made initially as Alternate Base Rate Loans. Upon receipt of such
notice the Administrative Agent shall promptly notify each Lender. Not later
than 2:00 p.m., New York City time, on the Borrowing Date specified in such
notice, each Lender shall make available to the Administrative Agent at the
office of the Administrative Agent specified in subsection 11.2 (or at such
other location as the Administrative Agent may direct) an amount in immediately
available funds equal to the amount of the Loan to be made by such Lender
(except that proceeds of Swing Line Loans will be made available to the Company
in accordance with subsection 3.4(a)). Loan proceeds received by the
Administrative Agent hereunder shall promptly be made available to the Company
by the Administrative Agent's crediting the account of the Company, at the
office of the Administrative Agent specified in subsection 11.2, with the
aggregate amount actually received by the
<PAGE>
                                                                              39


Administrative Agent from the Lenders and in like funds as received by the
Administrative Agent.

            (b) Any borrowing of Eurodollar Loans hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of all Eurodollar Loans having the
same Interest Period shall not be less than $2,000,000 or a whole multiple of
$1,000,000 in excess thereof and (ii) no more than sixteen Interest Periods
shall be in effect at any one time.

            4.2 Conversion and Continuation Options. (a) Subject to subsection
4.12, the Company may elect from time to time to convert Eurodollar Loans into
Alternate Base Rate Loans by giving the Administrative Agent irrevocable notice
of such election, to be received by the Administrative Agent prior to 2:00 p.m.,
New York City time, at least three Business Days prior to the proposed
conversion date. The Company may elect from time to time to convert all or a
portion of the Alternate Base Rate Loans (other than Swing Line Loans) then
outstanding to Eurodollar Loans by giving the Administrative Agent irrevocable
notice of such election, to be received by the Administrative Agent prior to
2:00 p.m., New York City time, at least three Business Days prior to the
proposed conversion date, specifying the Interest Period selected therefor, and,
unless a Default or Event of Default has occurred and is continuing and the
Administrative Agent or the Required Lenders have given written notice thereof
to the Company, such conversion shall be made on the requested conversion date
or, if such requested conversion date is not a Business Day, on the next
succeeding Business Day. Upon receipt of any notice pursuant to this subsection
4.2, the Administrative Agent shall promptly notify each Lender thereof. All or
any part of the outstanding Loans (other than Swing Line Loans) may be converted
as provided herein, provided that partial conversions of Alternate Base Loans
shall be in the aggregate principal amount of $1,000,000 or a whole multiple of
$100,000 in excess thereof and the aggregate principal amount of the resulting
Eurodollar Loans outstanding in respect of any one Interest Period shall be at
least $2,000,000 or a whole multiple of $1,000,000 in excess thereof.

            (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Company giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent or the
Required Lenders have, by written notice to the Company, determined that such a
continuation is not appropriate, (ii) if, after giving effect thereto,
subsection 4.1(b) would be contravened or (iii) after the date that is one month
prior to the Revolving Termination Date (in the case of continuations of
Revolving Loans) or the Maturity Date of the Term Loans, as applicable.

            (c) Notwithstanding anything in this Agreement to the contrary,
unless otherwise agreed to by the Administrative Agent, no Loan shall be made
as, converted to or continued as a Eurodollar Loan during the period commencing
on the Closing Date and ending on the 33rd day following the Closing Date;
provided that all or a portion of the Loans made on the Closing Date may, at the
Company's option, subject to the other provisions of this Agreement, be
converted to
<PAGE>
                                                                              40


Eurodollar Loans with an Interest Period of three months on or after the third
day following the Closing Date.

            4.3 Changes of Commitment Amounts. (a) The Company shall have the
right, upon not less than three Business Days' notice to the Administrative
Agent, to terminate or, from time to time, permanently reduce the Revolving
Commitments, subject to the provisions of this subsection 4.3. To the extent, if
any, that the sum of the amount of the Revolving Loans, Swing Line Loans and L/C
Obligations then outstanding and the amounts available to be drawn under
outstanding Letters of Credit exceeds the amount of the Revolving Commitments as
then reduced, the Company shall be required to make a prepayment equal to such
excess amount, the proceeds of which shall be applied first, to payment of the
Swing Line Loans then outstanding, second, to payment of the Revolving Loans
then outstanding, third, to payment of any L/C Obligations then outstanding, and
fourth, to cash collateralize any outstanding Letters of Credit on terms
reasonably satisfactory to the Administrative Agent. Any such termination of the
Revolving Commitments shall be accompanied by prepayment in full of the
Revolving Loans, Swing Line Loans and L/C Obligations then outstanding and by
cash collateralization of any outstanding Letters of Credit on terms reasonably
satisfactory to the Administrative Agent. Upon termination of the Revolving
Commitments, any Letter of Credit then outstanding which has been so cash
collateralized shall no longer be considered a "Letter of Credit" as defined in
subsection 1.1 and any L/C Participating Interests heretofore granted by the
Issuing Lender to the Lenders in such Letter of Credit shall be deemed
terminated (subject to automatic reinstatement in the event that such cash
collateral is returned and the Issuing Lender is not fully reimbursed for any
such L/C Obligations) but the Letter of Credit fees payable under subsection 3.9
shall continue to accrue to the Issuing Lender and the Participating Lenders
(or, in the event of any such automatic reinstatement, as provided in subsection
3.9) with respect to such Letter of Credit until the expiry thereof.

            (b) In the case of termination of the Revolving Commitments,
interest accrued on the amount of any prepayment relating thereto and any unpaid
commitment fee accrued hereunder shall be paid on the date of such termination.
Any such partial reduction of the Revolving Commitments shall be in an amount of
$2,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall, in
each case, reduce permanently the amount of the Revolving Commitments then in
effect.

            4.4   Optional and Mandatory Prepayments; Repayments of Term
Loans.

            (a) Subject to subsection 4.12, the Company may at any time and from
time to time prepay Loans, in whole or in part, without premium or penalty, upon
at least one Business Day's (or, in the case of Swing Line Loans, by 2:00 p.m.,
New York City time, on the same Business Day) irrevocable notice to the
Administrative Agent in the case of Alternate Base Rate Loans, and three
Business Days' irrevocable notice to the Administrative Agent in the case of
Eurodollar Loans, specifying the date and amount of prepayment and whether the
prepayment is of Revolving Loans or Term Loans. Upon receipt of such notice the
Administrative Agent shall promptly notify each Lender thereof. If such notice
is given, the Company shall make such prepayment, and the payment amount
specified in such notice shall be due and payable, on the date specified
therein. Partial prepayments (i) of Term Loans shall be in an aggregate
principal amount equal to the lesser of (A) (I) $2,000,000, or a whole multiple
of $1,000,000 in excess
<PAGE>
                                                                              41

thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple
of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B)
the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving
Loans shall be in an aggregate principal amount equal to the lesser of (A) (I)
$2,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to
Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000 in excess
thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid
principal amount of the Revolving Loans, as the case may be.

            (b) (i) If Holdings, the Company or any of its Subsidiaries shall
issue any Capital Stock subsequent to the Closing Date, 50% of the Net Proceeds
thereof (excluding amounts provided by the Investors or by management of the
Company or realized from the conversion of the Convertible Securities) shall be
promptly applied ratably toward the prepayment of the Loans and reduction of the
Commitments as set forth in clause (v) of this subsection 4.4(b); provided,
however, that so long as the ratio of Consolidated Senior Funded Indebtedness to
Consolidated EBITDA for the four fiscal quarters most recently ended prior to
such issuance for which financial information is available shall be at or less
than 3.25 to 1, the percentage of Net Proceeds derived from the issuance of
Capital Stock required to be applied toward the prepayment of the Term Loans
shall be reduced to zero.

            (ii) If the Company or any of its Subsidiaries shall incur or permit
the incurrence of any Indebtedness subsequent to the Closing Date (other than
Indebtedness permitted pursuant to subsections 8.1(b), (c), (d) (to the extent
the Net Proceeds of such Indebtedness are used to repay, redeem, retire or
repurchase the then outstanding Permanent Subordinated Debt in accordance with
subsection 8.1(d)), (e), (f), (g), (h), (i), (j) and (k) and subordinated
Indebtedness provided by the Investors), 100% of the Net Proceeds thereof shall
be promptly applied toward the prepayment of the Loans and reduction of the
Commitments as set forth in clause (v) of this subsection 4.4(b).

            (iii) If the Company or any of its Subsidiaries shall receive Net
Proceeds from any Asset Sale subsequent to the Closing Date, such Net Proceeds
shall be promptly applied toward the prepayment of the Loans and reduction of
the Commitments as set forth in clause (v) of this subsection 4.4(b); provided,
that such Net Proceeds need not be applied to the prepayment of the Loans and
the reduction of the Commitments until the earlier of the date that the
aggregate amount of Net Proceeds received by the Company or any of its
Subsidiaries from any Asset Sales exceeds $4,000,000 since the Closing Date (and
has not yet been applied to the prepayment of the Loans and the reduction of the
Commitments hereunder) and the date which is 300 days after the last application
of Net Proceeds pursuant to this subsection 4.4(b)(iii).

            (iv) If there shall be Excess Cash Flow as at the end of any fiscal
year commencing with the Company's fiscal year beginning February 4, 2002, 50%
of such Excess Cash Flow, less the portion of any Excess Cash Flow which has
been previously applied toward prepayments of the Loans and reduction of the
Commitments pursuant to this clause (iv), shall be applied toward the prepayment
of the Loans and reduction of the Commitments as set forth in clause (v) of this
subsection 4.4(b); provided, however, so long as the ratio of Consolidated
Senior Funded Indebtedness to Consolidated EBITDA for the four fiscal quarters
ending at the end of any fiscal year shall be at or less than 3.25 to 1, the
amount of Excess Cash Flow required
<PAGE>
                                                                              42


to be applied toward the prepayment of the Loans and reduction of the
Commitments pursuant to this subsection 4.4(b)(iv) shall be reduced to zero.

            (v) Except as otherwise provided in this subsection 4.4(b),
prepayments made pursuant to this subsection 4.4(b) shall be applied by the
Company, pro rata to the prepayment of the Term Loans and to the permanent
reduction of the Revolving Commitments. Any such reduction of the Revolving
Commitments shall be accompanied by prepayment of, first, the Swing Line Loans,
second, the Revolving Loans and, third, the L/C Obligations to the extent, if
any, that the sum of the aggregate outstanding principal amount of Revolving
Loans, the aggregate outstanding principal amount of all Swing Line Loans, the
aggregate amount available to be drawn under all outstanding Letters of Credit
and the aggregate outstanding amount of all L/C Obligations, in each case of all
Lenders, exceeds the amount of the aggregate Revolving Commitments as so
reduced, provided that if the aggregate principal amount of Revolving Loans,
Swing Line Loans and L/C Obligations then outstanding is less than the amount of
such excess (because Letters of Credit constitute a portion thereof), the
Company shall, to the extent of the balance of such excess, replace outstanding
Letters of Credit and/or deposit an amount in cash in a cash collateral account
established for the benefit of the Lenders.

            (vi) The Company shall give the Administrative Agent (which shall
promptly notify each Lender) at least one Business Day's notice of each
prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting
forth the date and amount thereof. Except as otherwise may be agreed by the
Company and the Required Lenders, any prepayment of Loans pursuant to this
subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then
outstanding and the balance of such prepayment, if any, to the Eurodollar Loans
then outstanding; provided that prepayments of Eurodollar Loans, if not on the
last day of the Interest Period with respect thereto, shall, at the Company's
option, be prepaid subject to the provisions of subsection 4.12 or the amount of
such prepayment (after application to any Alternate Base Rate Loans) shall be
deposited with the Administrative Agent as cash collateral for the Loans on
terms reasonably satisfactory to the Administrative Agent and thereafter shall
be applied in the order of the Interest Periods next ending most closely to the
date such prepayment is required to be made and on the last day of each such
Interest Period. After such application, unless an Event of Default shall have
occurred and be continuing (in which case such interest shall be held as cash
collateral or applied by the Administrative Agent to any amounts then due and
payable), any remaining interest earned on such cash collateral shall be paid to
the Company.

            (c) If, at any time, a Borrowing Base Deficiency shall exist, the
Company shall, without notice or demand, immediately prepay the Revolving Loans,
Swing Line Loans and L/C Obligations then outstanding in an aggregate principal
amount sufficient to eliminate such Borrowing Base Deficiency, provided that if
the aggregate principal amount of Revolving Loans, Swing Line Loans and L/C
Obligations then outstanding is less than the amount of such Borrowing Base
Deficiency (because Letters of Credit constitute a portion thereof), the Company
shall, to the extent of the balance of such Borrowing Base Deficiency in excess
of such amount of Revolving Loans, Swing Line Loans and L/C Obligations then
outstanding, immediately replace outstanding Letters of Credit and/or deposit an
amount in cash in a cash collateral account established for the benefit of the
Lenders. To the extent that after giving effect to any prepayment of any Loans
or cash collateralization of any L/C Obligations required by the preceding
sentence, a Borrowing Base Deficiency shall still exist, the Company shall,
without
<PAGE>
                                                                              43


notice or demand, immediately prepay the Term Loans in an aggregate principal
amount equal to such excess, together with interest accrued to the date of such
payment or prepayment to the Administrative Agent, and/or deposit such amount in
cash in a cash collateral account established for the benefit of the Lenders.
Prepayments of Loans made pursuant to this subsection 4.4(c) shall be applied,
first, to the aggregate outstanding Swing Line Loans, second, to the aggregate
outstanding Revolving Loans, third, to the aggregate outstanding L/C
Obligations, and fourth, to the aggregate outstanding Term Loans.

            (d) Any and all amounts repaid on account of the Term Loans pursuant
to this subsection 4.4 or otherwise may not be reborrowed. Accrued interest on
the amount of any prepayments shall be paid on the Interest Payment Date next
succeeding the date of any partial prepayment and on the date on such prepayment
in the case of a prepayment in full of any Loans.

            4.5 Interest Rates and Payment Dates. (a) Eurodollar Loans shall
bear interest for each day during each Interest Period applicable thereto,
commencing on (and including) the first day of such Interest Period to, but
excluding, the last day of such Interest Period, on the unpaid principal amount
thereof at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin.

            (b) Alternate Base Rate Loans shall bear interest for the period
from and including the date such Loans are made to, but excluding, the maturity
date thereof, or to, but excluding, the conversion date if such Loans are
earlier converted into Eurodollar Loans on the unpaid principal amount thereof
at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

            (c) If all or a portion of (i) the principal amount of any of the
Loans or (ii) any interest payable thereon shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise) such Loan, if a Eurodollar
Loan, shall be converted into an Alternate Base Rate Loan at the end of the
then-current Interest Period for said Eurodollar Loan (which conversion shall
occur automatically and without need for compliance with the conditions for
conversion set forth in subsection 4.2), and any such overdue amount shall,
without limiting the rights of the Lenders under Section 9, bear interest (which
shall be payable on demand) at a rate per annum which is 2% above the Alternate
Base Rate plus the Applicable Margin (or, in the case of a Eurodollar Loan, the
Eurodollar Rate for the Interest Period plus the Applicable Margin plus 2%, if
higher) from the date of such non-payment until paid in full (as well after as
before judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date and on the date of payment in full of the respective Loans and in the case
of the Revolving Loans on date of termination of the Revolving Commitments.

            4.6 Computation of Interest and Fees. (a) Interest in respect of
Alternate Base Rate Loans, at any time that the Alternate Base Rate is
determined by reference to the Prime Rate, and all fees hereunder shall be
calculated on the basis of a 365 (or 366 as the case may be) day year for the
actual days elapsed. Interest in respect of Eurodollar Loans and in respect of
Alternate Base Rate Loans, at any time that the Alternate Base Rate is
determined by reference to the Federal Funds Effective Rate, shall be calculated
on the basis of a 360 day year for the
<PAGE>
                                                                              44


actual days elapsed. The Administrative Agent shall as soon as practicable
notify the Company and the Lenders of each determination of a Eurodollar Rate.
Any change in the interest rate on a Loan resulting from a change in the
Alternate Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change in the
Alternate Base Rate is announced or such change in the Eurocurrency Reserve
Requirements becomes effective, as the case may be. The Administrative Agent
shall as soon as practicable notify the Company and the Lenders of the effective
date and the amount of each such change.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Company and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Company, deliver to the
Company a statement showing the quotations used by the Administrative Agent in
determining the Eurodollar Rate.

            4.7 Certain Fees. The Company agrees to pay to the Administrative
Agent the fees as set forth in the fee letter, dated as of November 27, 2001,
among JPMorgan Chase Bank, CSFB, UBS and the Company.

            4.8 Inability to Determine Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company) that (a) by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any Interest Period with respect
to (i) proposed Loans that the Company has requested be made as Eurodollar
Loans, (ii) any Eurodollar Loans that will result from the requested conversion
of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii)
the continuation of any Eurodollar Loan as such for an additional Interest
Period, or (b) dollar deposits in the relevant amount and for the relevant
period with respect to any such Eurodollar Loan are not generally available to
the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar
markets, the Administrative Agent shall forthwith give telecopy notice of such
determination, confirmed in writing, to the Company and the Lenders at least one
day prior to, as the case may be, the requested Borrowing Date, the conversion
date or the last day of such Interest Period. If such notice is given (i) any
requested Eurodollar Loans shall be made as Alternate Base Rate Loans, (ii) any
Alternate Base Rate Loans that were to have been converted to Eurodollar Loans
shall be continued as Alternate Base Rate Loans, and (iii) any outstanding
Eurodollar Loans shall be converted, on the last day of the then current
Interest Period applicable thereto, into Alternate Base Rate Loans. Until such
notice has been withdrawn by the Administrative Agent, no further Eurodollar
Loans shall be made and no Alternate Base Rate Loans shall be converted to
Eurodollar Loans.

            4.9 Pro Rata Treatment and Payments. (a) Except to the extent
otherwise provided herein, each borrowing of Loans by the Company from the
Lenders and any reduction of the Commitments of the Lenders hereunder shall be
made pro rata according to the relevant Commitment Percentages of the Lenders
with respect to the respective Class of Loans borrowed or the respective Class
of Commitments to be reduced.
<PAGE>
                                                                              45


            (b) Whenever any payment received by the Administrative Agent under
this Agreement or any Note or any Credit Document is insufficient to pay in full
all amounts then due and payable to the Administrative Agent and the Lenders
under this Agreement:

            (i) If the Administrative Agent has not received a Payment Sharing
      Notice (or, if the Administrative Agent has received a Payment Sharing
      Notice but the Event of Default specified in such Payment Sharing Notice
      has been cured or waived in accordance with the provisions of this
      Agreement), such payment shall be distributed by the Administrative Agent
      and applied by the Administrative Agent and the Lenders in the following
      order: First, to the payment of fees and expenses due and payable to the
      Administrative Agent under and in connection with this Agreement and the
      other Credit Documents; Second, to the payment of all expenses due and
      payable under subsection 11.5, ratably among the Lenders in accordance
      with the aggregate amount of such payments owed to each such Lender;
      Third, to the payment of fees due and payable under subsections 3.2 and
      3.9, ratably among the Lenders in accordance with the Commitment
      Percentage of each Lender of the Commitment for which such payment is owed
      and, in the case of an Issuing Lender, the amount retained by such Issuing
      Lender for its own account pursuant to subsection 3.9; Fourth, to the
      payment of interest then due and payable on the Loans and on the L/C
      Obligations, ratably in accordance with the aggregate amount of interest
      owed to each such Lender; and Fifth, to the payment of the principal
      amount of the Loans and the L/C Obligations which is then due and payable,
      ratably among the Lenders in accordance with the aggregate principal
      amount owed to each such Lender; or

            (ii) If the Administrative Agent has received a Payment Sharing
      Notice which remains in effect, all payments received by the
      Administrative Agent under this Agreement or any Note shall be distributed
      by the Administrative Agent and applied by the Administrative Agent and
      the Lenders in the following order: First, to the payment of all amounts
      described in clauses "First" through "Third" of the foregoing clause (i),
      in the order set forth therein; Second, to the payment of the interest
      accrued on all Loans and L/C Obligations, regardless of whether any such
      amount is then due and payable, ratably among the Lenders in accordance
      with the aggregate accrued interest plus the aggregate principal amount
      owed to such Lender; and Third, to the payment of the principal amount of
      all Loans and L/C Obligations, regardless of whether any such amount is
      then due and payable, ratably among the Lenders in accordance with the
      aggregate principal amount owed to such Lender.

            (c) If any Lender (a "Non-Funding Lender") has (x) failed to make a
Revolving Loan required to be made by it hereunder, and the Administrative Agent
has determined that such Lender is not likely to make such Revolving Loan or (y)
given notice to the Company or the Administrative Agent that it will not make,
or that it has disaffirmed or repudiated any obligation to make, any Revolving
Loan, in each case by reason of the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, as amended, or otherwise,

            (i) any payment made on account of the principal of the Revolving
      Loans outstanding shall be made as follows:
<PAGE>
                                                                              46


                  (A) in the case of any such payment made on any date when and
            to the extent that, in the determination of the Administrative
            Agent, the Company would be able, under the terms and conditions
            hereof, to reborrow the amount of such payment under the Commitments
            and to satisfy any applicable conditions precedent set forth in
            Section 6 to such reborrowing, such payment shall be made on account
            of the outstanding Revolving Loans held by the Lenders other than
            the Non-Funding Lender pro rata according to the respective
            outstanding principal amounts of the Revolving Loans of such
            Lenders; and

                  (B) otherwise, such payment shall be made on account of the
            outstanding Revolving Loans held by the Lenders pro rata according
            to the respective outstanding principal amounts of such Revolving
            Loans; and

            (ii) any payment made on account of interest on the Revolving Loans
      shall be made pro rata according to the respective amounts of accrued and
      unpaid interest due and payable on the Revolving Loans with respect to
      which such payment is being made. The Company agrees to give the
      Administrative Agent such assistance in making any determination pursuant
      to subparagraph (i)(A) of this paragraph as the Administrative Agent may
      reasonably request. The Administrative Agent shall notify the Lenders of
      any such determination, which shall be conclusive and binding on the
      Lenders.

            (d) All payments (including prepayments) to be made by the Company
on account of principal, interest and fees shall be made without set-off or
counterclaim and shall be made to the Administrative Agent, for the account of
the Lenders at the Administrative Agent's office located at 270 Park Avenue, New
York, New York 10017, in lawful money of the United States of America and in
immediately available funds. The Administrative Agent shall promptly distribute
such payments in accordance with the provisions of subsection 4.9(b) promptly
upon receipt in like funds as received. If any payment hereunder (other than
payments on Eurodollar Loans) would become due and payable on a day other than a
Business Day, such payment shall become due and payable on the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension. If any payment on
a Eurodollar Loan becomes due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day (and
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension), unless the result of such extension
would be to extend such payment into another calendar month in which event such
payment shall be made on the immediately preceding Business Day.

            (e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount which would constitute its Commitment Percentage of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that
such Lender is making such amount available to the Administrative Agent in
accordance with subsection 4.1 and the Administrative Agent may, in reliance
upon such assumption, make available to the Company thereof a corresponding
amount. If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate for
<PAGE>
                                                                              47


the period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this subsection 4.9(e) shall be
conclusive, absent manifest error. If such Lender's Commitment Percentage of
such borrowing is not in fact made available to the Administrative Agent by such
Lender within three Business Days of such Borrowing Date, the Administrative
Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to Alternate Base Rate Loans hereunder, on demand,
from the Company, without prejudice to any rights which the Company or the
Administrative Agent may have against such Lender hereunder. Nothing contained
in this subsection 4.9 shall relieve any Lender which has failed to make
available its ratable portion of any borrowing hereunder from its obligation to
do so in accordance with the terms hereof.

            (f) The failure of any Lender to make the Loan to be made by it on
any Borrowing Date shall not relieve any other Lender of its obligation, if any,
hereunder to make its Loan on such Borrowing Date, but no Lender shall be
responsible for the failure of any other Lender to make the Loan to be made by
such other Lender on such Borrowing Date.

            (g) All payments and optional prepayments (other than prepayments as
set forth in subsection 4.11 with respect to increased costs) of Eurodollar
Loans hereunder shall be in such amounts and be made pursuant to such elections
so that, after giving effect thereto, the aggregate principal amount of all
Eurodollar Loans with the same Interest Period shall not be less than $2,000,000
or a whole multiple of $1,000,000 in excess thereof.

            4.10 Illegality. Notwithstanding any other provision herein, if any
Change in Law occurring after the date that any lender becomes a Lender party to
this Agreement, shall make it unlawful for such Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, the commitment of such
Lender hereunder to make Eurodollar Loans or to convert all or a portion of
Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended
until such time, if any, as such illegality shall no longer exist and such
Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Alternate Base Rate Loans for the duration of the respective
Interest Periods (or, if permitted by applicable law, at the end of such
Interest Periods) and all payments of principal which would otherwise be applied
to such Eurodollar Loans shall be applied instead to such Lender's Alternate
Base Rate Loans. The Company hereby agrees to pay any Lender, promptly upon its
demand, any amounts payable pursuant to subsection 4.12 in connection with any
conversion in accordance with this subsection 4.10 (such Lender's notice of such
costs, as certified in reasonable detail as to such amounts to the Company
through the Administrative Agent, to be conclusive absent manifest error).

            4.11 Requirements of Law. (a) In the event that any Change in Law or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority
occurring after the date that any lender becomes a Lender party to this
Agreement:

            (i) does or shall subject any such Lender or its Eurodollar Lending
      Office to any tax of any kind whatsoever with respect to this Agreement,
      any Note or any Eurodollar Loans made by it, or change the basis of
      taxation of payments to such Lender or its Eurodollar Lending Office of
      principal, the commitment fee, interest or any other amount
<PAGE>
                                                                              48


      payable hereunder (except for (x) net income and franchise taxes imposed
      on the net income of such Lender or its Eurodollar Lending Office by the
      jurisdiction under the laws of which such Lender is organized or any
      political subdivision or taxing authority thereof or therein, or by any
      jurisdiction in which such Lender's Eurodollar Lending Office is located
      or any political subdivision or taxing authority thereof or therein,
      including changes in the rate of tax on the overall net income of such
      Lender or such Eurodollar Lending Office, and (y) taxes resulting from the
      substitution of any such system by another system of taxation, provided
      that the taxes payable by Lenders subject to such other system of taxation
      are not generally charged to borrowers from such Lenders having loans or
      advances bearing interest at a rate similar to the Eurodollar Rate);

            (ii) does or shall impose, modify or hold applicable any reserve,
      special deposit, compulsory loan or similar requirement against assets
      held by, or deposits or other liabilities in or for the account of,
      advances or loans by, or other credit extended by, or any other
      acquisition of funds by, any office of such Lender which are not otherwise
      included in the determination of the Eurodollar Rate; or

            (iii) does or shall impose on such Lender any other condition;

            (iv) and the result of any of the foregoing is to increase the cost
      to such Lender or its Eurodollar Lending Office of making, converting,
      renewing or maintaining advances or extensions of credit or to reduce any
      amount receivable hereunder, in each case, in respect of its Eurodollar
      Loans, then, in any such case, the Company shall promptly pay such Lender,
      upon its demand, any additional amounts necessary to compensate such
      Lender for such additional cost or reduced amount receivable which such
      Lender deems to be material as determined by such Lender with respect to
      such Eurodollar Loans, together with interest on each such amount from the
      date demanded until payment in full thereof at a rate per annum equal to
      the Alternate Base Rate plus 1%.

            (b) In the event that any Change in Law occurring after the date
that any lender becomes a Lender party to this Agreement with respect to any
such Lender shall, in the opinion of such Lender, require that any Commitment of
such Lender be treated as an asset or otherwise be included for purposes of
calculating the appropriate amount of capital to be maintained by such Lender or
any corporation controlling such Lender, and such Change in Law shall have the
effect of reducing the rate of return on such Lender's or such corporation's
capital, as the case may be, as a consequence of such Lender's obligations
hereunder to a level below that which such Lender or such corporation, as the
case may be, could have achieved but for such Change in Law (taking into account
such Lender's or such corporation's policies, as the case may be, with respect
to capital adequacy) by an amount deemed by such Lender to be material, then
from time to time following notice by such Lender to the Company of such Change
in Law as provided in paragraph (c) of this subsection 4.11, within 15 days
after demand by such Lender, the Company shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation,
as the case may be, for such reduction.

            (c) The Company shall not be required to make any payments to any
Lender for any additional amounts pursuant to this subsection 4.11 unless such
Lender has given written notice to the Company, through the Administrative
Agent, of its intent to request such payments
<PAGE>
                                                                              49


prior to or within 60 days after the date on which such Lender became entitled
to claim such amounts. If any Lender has notified the Company through the
Administrative Agent of any increased costs pursuant to paragraph (a) of this
subsection 4.11, the Company at any time thereafter may, upon at least three
Business Days' notice to the Administrative Agent (which shall promptly notify
the Lenders thereof), and subject to subsection 4.12, prepay (or convert into
Alternate Base Rate Loans) all (but not a part) of the Eurodollar Loans then
outstanding. Each Lender agrees that, upon the occurrence of any event giving
rise to the operation of paragraph (a) of this subsection 4.11 with respect to
such Lender, it will, if requested by the Company and to the extent permitted by
law or by the relevant Governmental Authority, endeavor in good faith to avoid
or minimize the increase in costs or reduction in payments resulting from such
event (including, without limitation, endeavoring to change its Eurodollar
Lending Office); provided, however, that such avoidance or minimization can be
made in such a manner that such Lender, in its sole determination, suffers no
economic, legal or regulatory disadvantage. If any Lender requests compensation
from the Company under this subsection 4.11, the Company may, by notice to such
Lender (with a copy to the Administrative Agent), suspend the obligation of such
Lender thereafter to make or continue Loans of the Type with respect to which
such compensation is requested, or to convert Loans of any other Type into Loans
of such Type, until the Requirement of Law giving rise to such request ceases to
be in effect, provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested.

            (d) Each Lender that is not a United States Person (as defined in
Section 7701(a)(30) of the Code) for federal income tax purposes either (1) in
the case of a Lender that is a "bank" within the meaning of Section 881(c)(3)(A)
of the Code, (i) represents to the Company (for the benefit of the Company and
the Administrative Agent) that under applicable law and treaties no taxes are
required to be withheld by the Company or the Administrative Agent with respect
to any payments to be made to such Lender in respect of the Loans or the L/C
Participating Interests, (ii) agrees to furnish to the Company, with a copy to
the Administrative Agent, either U.S. Internal Revenue Service Form W-8BEN or
U.S. Internal Revenue Service Form W-8ECI (wherein such Lender claims
entitlement to complete exemption from U.S. federal withholding tax on all
interest payments hereunder) and (iii) agrees (for the benefit of the Company
and the Administrative Agent), to the extent it may lawfully do so at such
times, to provide the Company, with a copy to the Administrative Agent, a new
Form W-8BEN or Form 1001 upon the expiration or obsolescence of any previously
delivered form and comparable statements in accordance with applicable U.S. laws
and regulations and amendments duly executed and completed by such Lender, and
to comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption or (2) in the case of a Lender that is
not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i)
represents to the Company (for the benefit of the Company and the Administrative
Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the
Code, (ii) agrees to furnish to the Company, with a copy to the Administrative
Agent, (A) a certificate substantially in the form of Exhibit I hereto (any such
certificate, a "Subsection 4.11(d)(2) Certificate") and (B) two accurate and
complete original signed copies of Internal Revenue Service Form W-8, certifying
to such Lender's legal entitlement at the Closing Date to an exemption from U.S.
withholding tax under the provisions of Section 881(c) of the Code with respect
to all payments to be made under this Agreement, and (iii) agrees, to the extent
legally entitled to do so, upon reasonable request by the Company, to provide to
the Company (for the benefit of the Company and the Administrative
<PAGE>
                                                                              50


Agent) such other forms as may be required in order to establish the legal
entitlement of such Lender to an exemption from withholding with respect to
payments under this Agreement. Notwithstanding any provision of this subsection
4.11 to the contrary, the Company shall have no obligation to pay any amount to
or for the account of any Lender (or the Eurodollar Lending Office of any
Lender) on account of any taxes pursuant to this subsection 4.11, to the extent
that such amount results from (i) the failure of any Lender to comply with its
obligations pursuant to this subsection 4.11, (ii) any representation or
warranty made or deemed to be made by any Lender pursuant to this subsection
4.11(d) proving to have been incorrect, false or misleading in any material
respect when so made or deemed to be made or (iii) any Change in Law or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority, the
effect of which would be to subject to any taxes any payment made pursuant to
this Agreement to any Lender making the representation and covenants set forth
in subsection 4.11(d)(2), which payment would not be subject to such taxes were
such Lender eligible to make and comply with, and actually made and complied
with, the representation and covenants set forth in subsection 4.11(d)(1)
hereinabove.

            (e) A certificate in reasonable detail as to any amounts submitted
by such Lender, through the Administrative Agent, to the Company, shall be
conclusive in the absence of manifest error. The covenants contained in this
subsection 4.11 shall survive the termination of this Agreement and repayment of
the Loans.

            4.12 Indemnity. The Company agrees to indemnify each Lender and to
hold such Lender harmless from any loss or expense (but without duplication of
any amounts payable as default interest) which such Lender may sustain or incur
as a consequence of (a) default by the Company in payment of the principal
amount of or interest on any Eurodollar Loans of such Lender, including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Lender to lenders of funds obtained by it in order to make or maintain its
Eurodollar Loans hereunder, (b) default by the Company in making a borrowing
after the Company has given a notice in accordance with subsection 4.1 or in
making a conversion of Alternate Base Rate Loans to Eurodollar Loans or in
continuing Eurodollar Loans as such, in either case, after the Company has given
notice in accordance with subsection 4.2, (c) default by the Company in making
any prepayment after the Company has given a notice in accordance with
subsection 4.4 or (d) a payment or prepayment of a Eurodollar Loan or conversion
(including without limitation, a conversion pursuant to subsection 4.10) of any
Eurodollar Loan into an Alternate Base Rate Loan, in either case on a day which
is not the last day of an Interest Period with respect thereto, including, but
not limited to, any such loss or expense arising from interest or fees payable
by such Lender to lenders of funds obtained by it in order to maintain its
Eurodollar Loans hereunder (but excluding loss of profit). This covenant shall
survive termination of this Agreement and repayment of the Loans.

            4.13 Repayment of Loans; Evidence of Debt. (a) The Company hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender (i) the then unpaid principal amount of each Revolving Loan of such
Lender on the Revolving Termination Date, (ii) the then unpaid principal amount
of each Term Loan of such Lender on the Maturity Date or the date that the Term
Loans become due and payable pursuant to Section 9 and (iii) the then unpaid
principal amount of the Swing Line Loans of the Swing Line Lender on the
Revolving Termination Date. The Company hereby further agrees to pay interest on
the
<PAGE>
                                                                              51


unpaid principal amount of the Loans from time to time outstanding from the date
hereof until payment in full thereof at the rates per annum, and on the dates,
set forth in subsection 4.5.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Company to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

            (c) The Administrative Agent shall maintain the Register pursuant to
subsection 11.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Revolving Loan, Term Loan made hereunder, the
Type thereof and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Company to each Lender hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from the Company and each Lender's share
thereof.

            (d) The Administrative Agent shall maintain the Register pursuant to
subsection 11.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Revolving Loan and each Term Loan made
hereunder, the Type thereof and each Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from the Company to each Lender hereunder and (iii) both the amount of
any sum received by the Administrative Agent hereunder from the Company and each
Lender's share thereof.

            (e) The Company agrees that, upon the request to the Administrative
Agent by any Lender and receipt by the Company of any notes issued to such
Lender under the Existing Credit Agreement, the Company will execute and deliver
to such Lender (i) a promissory note of the Company evidencing the Revolving
Loans of such Lender, substantially in the form of Exhibit A with appropriate
insertions as to date and principal amount (a "Revolving Note"), and/or (ii) a
promissory note of the Company evidencing the Term Loan of such Lender,
substantially in the form of Exhibit B with appropriate insertions as to date
and principal amount (a "Term Loan Note"), and/or (iii) in the case of the Swing
Line Lender, a promissory note of the Company evidencing the Swing Line Loans of
the Swing Line Lender, substantially in the form of Exhibit C with appropriate
insertions as to date and principal amount (the "Swing Line Note").

            4.14 Replacement of Lenders. In the event any Lender or the Issuing
Lender exercises its rights pursuant to subsection 4.10 or requests payments
pursuant to subsections 3.10 or 4.11, the Company may require, at the Company's
expense and subject to subsection 4.12, such Lender or the Issuing Lender to
assign, at par plus accrued interest and fees, without recourse (in accordance
with subsection 11.6) all of its interests, rights and obligations hereunder
(including all of its Commitments and the Loans and other amounts at the time
owing to it hereunder and its Notes and its interest in the Letters of Credit)
to a bank, financial institution or other entity specified by the Company,
provided that (i) such assignment shall not conflict with or violate any law,
rule or regulation or order of any court or other Governmental Authority, (ii)
the Company shall have received the written consent of the Administrative Agent,
which consent shall not be unreasonably withheld, to such assignment, (iii) the
Company shall have paid to the
<PAGE>
                                                                              52


assigning Lender or the Issuing Lender all monies other than principal, interest
and fees accrued and owing hereunder to it (including pursuant to subsections
3.10, 4.10 and 4.11) and (iv) in the case of a required assignment by the
Issuing Lender, the Letters of Credit shall be canceled and returned to the
Issuing Lender.

            Section 5.   REPRESENTATIONS AND WARRANTIES

            In order to induce the Lenders to enter into this Agreement and to
make the Loans and to induce the Issuing Lender to issue, and the Participating
Lenders to participate in, the Letters of Credit, the Company hereby represents
and warrants to each Lender and the Administrative Agent, as of the Closing Date
and as of the making of any extension of credit hereunder:

            5.1 Financial Condition. (a) The consolidated balance sheet of the
Company and its consolidated Subsidiaries as at January 31, 2001 and the related
consolidated statement of operations for the fiscal year ended on such date,
audited by PricewaterhouseCoopers LLP, or any successor thereto, a copy of which
has heretofore been furnished to each Lender, present fairly in accordance with
GAAP the consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the fiscal year then ended. All such
financial statements have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants and as disclosed therein). Neither the Company nor any of its
consolidated Subsidiaries had, at the date of the most recent balance sheet
referred to above, any material Contingent Obligation, contingent liability or
liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including, without limitation, any material interest rate or foreign
currency swap or exchange transaction, which is not reflected in the foregoing
statements or in the notes thereto or expressly permitted to be incurred
hereunder.

            (b) The unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at November 1, 2001 and the related unaudited
consolidated statements of income and cash flows of the Company and its
Subsidiaries for the quarter ending November 1, 2001, certified by a Responsible
Officer of the Company, copies of which have heretofore been furnished to each
Lender, present fairly in accordance with GAAP the financial position of the
Company and its consolidated Subsidiaries as at such dates. Such balance sheet
and statements of income and cash flows, including the related schedules and
notes thereto, have been prepared in accordance with GAAP (except as approved by
such Responsible Officer and disclosed therein). The Company and its
consolidated Subsidiaries did not have at the date of such balance sheet and
statements of income and cash flows, any material Contingent Obligation,
contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any interest
rate or foreign currency exchange transaction, which is not reflected in such
balance sheet, statements of income and cash flows or in the notes thereto.
During the period from November 1, 2001 to the Closing Date, no dividends or
other distributions have been declared, paid or made upon the Capital Stock of
the Company or any of its consolidated Subsidiaries nor has any of the Capital
Stock of the Company or any of its consolidated Subsidiaries been redeemed,
retired, purchased or otherwise acquired for value by the Company or any of its
consolidated Subsidiaries, respectively, except as permitted by subsection 8.11.
<PAGE>
                                                                              53


            5.2 No Change. Since January 31, 2001, (a) there has been no change,
and (as of the Closing Date only) no development or event, which has had or
could reasonably be expected to have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries taken as a whole, and (b) no dividends or other
distributions have been declared, paid or made upon the Capital Stock of the
Company nor has any of the Capital Stock of the Company been redeemed, retired,
repurchased or otherwise acquired for value by the Company or any of its
Subsidiaries, except as permitted by subsection 8.11.

            5.3 Corporate Existence; Compliance with Law. Each of the Company
and its Subsidiaries (a) is a corporation duly organized and validly existing
under the laws of the jurisdiction of its incorporation, (b) has full corporate
power and authority and possesses all governmental franchises, licenses,
permits, authorizations and approvals necessary to enable it to use its
corporate name and to own, lease or otherwise hold its properties and assets and
to carry on its business as presently conducted other than such franchises,
licenses, permits, authorizations and approvals the lack of which, individually
or in the aggregate, would not have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries, taken as a whole, (c) is duly qualified and in
good standing to do business in each jurisdiction in which the nature of its
business or the ownership, leasing or holding of its properties makes such
qualification necessary, except such jurisdictions where the failure so to
qualify would not have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Company and
its Subsidiaries, taken as a whole, and (d) except as disclosed in the
Environmental Reports, is in compliance with all applicable statutes, laws,
ordinances, rules, orders, permits and regulations of any governmental authority
or instrumentality, domestic or foreign (including, without limitation, those
related to Hazardous Materials and substances), except where noncompliance would
not be reasonably likely to have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries, taken as a whole. Except as disclosed in the
Environmental Reports, none of the Company or any of its Subsidiaries has
received any written communication from a Governmental Authority that alleges
that the Company or any of its Subsidiaries is not in compliance, in all
material respects, with all material federal, state, local or foreign laws,
ordinances, rules and regulations.

            5.4 Corporate Power; Authorization. Each of the Company and its
Subsidiaries has the corporate power and authority to make, deliver and perform
each of the Credit Documents to which it is a party, and the Company has the
corporate power and authority and legal right to borrow hereunder and to have
Letters of Credit issued for its account hereunder. Each of the Company and its
Subsidiaries has taken all necessary corporate action to authorize the
execution, delivery and performance of each of the Credit Documents to which it
is or will be a party and the Company has taken all necessary corporate action
to authorize the borrowings hereunder and the issuance of Letters of Credit for
its account hereunder. No consent or authorization of, or filing with, any
Person (including, without limitation, any Governmental Authority) is required
in connection with the execution, delivery or performance by the Company or any
of its Subsidiaries, or for the validity or enforceability against the Company
or any of its Subsidiaries, of any Credit Document except for consents,
authorizations and filings which have been obtained or made and are in full
force and effect and except (i) such consents, authorizations and filings, the
failure to obtain or perform (x) which would not have a material
<PAGE>
                                                                              54


adverse effect on the business, assets, condition (financial or otherwise) or
results of operations of the Company and its Subsidiaries taken as a whole, and
(y) which would not adversely affect the validity or enforceability of any of
the Credit Documents or the rights or remedies of the Administrative Agent or
the Lenders thereunder and (ii) such filings as are necessary to perfect the
Liens of the Lenders created pursuant to this Agreement and the Security
Documents.

            5.5 Enforceable Obligations. This Agreement and each of the other
Credit Documents and any other agreement to be entered into by any Credit Party
pursuant to the Credit Documents have been duly executed and delivered on behalf
of such Credit Party that is party thereto. This Agreement constitutes, and each
of the other Credit Documents and any other agreement to be entered into by any
Credit Party pursuant to the Credit Documents will constitute upon execution and
delivery, the legal, valid and binding obligation of such Credit Party, and is
enforceable against such Credit Party in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or similar laws affecting creditors' rights generally and by general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).

            5.6 No Legal Bar. The execution, delivery and performance of each
Credit Document, the incurrence or issuance of and use of the proceeds of the
Loans and of drawings under the Letters of Credit and the transactions
contemplated by Credit Documents, (a) will not violate any Requirement of Law or
any Contractual Obligation applicable to or binding upon the Company or any
Subsidiary of the Company or any of their respective properties or assets, in
any manner which, individually or in the aggregate, (i) would have a material
adverse effect on the ability of the Company or any such Subsidiary to perform
its obligations under the Credit Documents, (ii) would give rise to any
liability on the part of the Administrative Agent or any Lender or (iii) would
have a material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries taken as
a whole, and (b) will not result in the creation or imposition of any Lien on
any of its properties or assets pursuant to any Requirement of Law applicable to
it, as the case may be, or any of its Contractual Obligations, except for the
Liens arising under the Security Documents.

            5.7 No Material Litigation. No litigation by, investigation known to
the Company by, or proceeding of, any Governmental Authority is pending against
the Company or any of its Subsidiaries (including after giving effect to the
Transaction) with respect to the validity, binding effect or enforceability of
this Agreement or any other Credit Document, the Loans made hereunder, the use
of proceeds hereof, or of any drawings under a Letter of Credit and the other
transactions contemplated hereby. No lawsuits, claims, proceedings or
investigations pending or, to the best knowledge of the Company, threatened as
of the Closing Date against or affecting the Company or any Subsidiary of the
Company or any of their respective properties, assets, operations or businesses
(including after giving effect to the Transaction) in which there is a
probability of an adverse determination, is reasonably likely, if adversely
decided, to have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole.

            5.8 Investment Company Act. Neither the Company nor any Subsidiary
of the Company is an "investment company" or a company "controlled" by an
"investment company"
<PAGE>
                                                                              55


(as each of the quoted terms is defined or used in the Investment Company Act of
1940, as amended).

            5.9 Federal Regulation. No part of the proceeds of any of the Loans
or any drawing under a Letter of Credit will be used for any purpose which
violates the provisions of Regulation T, U or X of the Board. Neither the
Company nor any of its Subsidiaries is engaged or will engage, principally or as
one of its important activities, in the business of extending credit for the
purpose of "buying" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under said Regulation U.

            5.10 No Default. The Company and each of its Subsidiaries have
performed all material obligations required to be performed by them under their
respective Contractual Obligations (including after giving effect to the
Transaction) and they are not (with or without the lapse of time or the giving
of notice, or both) in breach or default in any respect thereunder, except to
the extent that such breach or default would not have a material adverse effect
on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole. Neither the
Company nor any of its Subsidiaries (including after giving effect to the
Transaction) is in default under any material judgment, order or decree of any
Governmental Authority, domestic or foreign, applicable to it or any of its
respective properties, assets, operations or business, except to the extent that
any such defaults would not, in the aggregate, have a material adverse effect on
the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole.

            5.11 Taxes. Each of the Company and its Subsidiaries (including
after giving effect to the Transaction) has filed or caused to be filed all
material tax returns which, to the best knowledge of the Company, are required
to be filed and has paid all taxes shown to be due and payable on said returns
or on any assessments made against it or any of its property and all other
taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any amount of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves (or other sufficient provisions) in conformity with GAAP have been
provided on the books of the Company or its Subsidiaries (including after giving
effect to the Transaction), as the case may be); no tax Lien has been filed,
and, to the best knowledge of the Company, no written claim is being asserted,
with respect to any such taxes, fees or other charges.

            5.12 Subsidiaries. As of the Closing Date, the only Subsidiaries of
the Company are those listed on Schedule 5.12. On the Closing Date and at all
times thereafter, Holdings owns 100% of the issued and outstanding Capital Stock
of the Company.

            5.13 Ownership of Property; Liens. As of the Closing Date and as of
the making of any extension of credit hereunder (subject to transfers and
dispositions of property permitted under subsection 8.5) each of the Company and
its Subsidiaries has good and valid title to all of its material assets (other
than real property or interests in real property) in each case free and clear of
all mortgages, liens, security interests or encumbrances of any nature
whatsoever except Permitted Liens. With respect to real property or interests in
real property, as of the Closing Date, each of the Company and its Subsidiaries
has (i) fee title to all of the real property listed on Schedule 5.13 under the
heading "Fee Properties" (each, a "Fee Property"), and (ii) good and
<PAGE>
                                                                              56


valid title to the leasehold estates in all of the real property leased by it
and listed on Schedule 5.13 under the heading "Leased Properties" (each, a
"Leased Property"), in each case free and clear of all mortgages, liens,
security interests, easements, covenants, rights-of-way and other similar
restrictions of any nature whatsoever, except Permitted Liens. The Fee
Properties and the Leased Properties constitute, as of the Closing Date, all of
the real property owned in fee or leased by the Company and its Subsidiaries.

            5.14 ERISA. The "amount of unfunded benefit liabilities" (within the
meaning of Section 4001(a)(18) of ERISA) of any Single Employer Plan of the
Company or any Commonly Controlled Entity would not result in a material
liability to the Company if any or all such Single Employer Plans were
terminated. None of the Company, any Subsidiary of the Company or any Commonly
Controlled Entity would be liable for any amount pursuant to Sections 4063 or
4064 of ERISA, if any Single Employer Plan were to terminate. Neither the
Company nor any Commonly Controlled Entity has been involved in any transaction
that would cause the Company to be subject to material liability with respect to
a Single Employer Plan to which the Company or any Commonly Controlled Entity
contributed or was obligated to contribute during the six-year period ending on
the date this representation is made under Sections 4062 or 4069 of ERISA.
Neither the Company nor any Commonly Controlled Entity has incurred any material
liability under Title IV of ERISA which could become or remain a material
liability of the Company after the Closing Date and the consummation of the
Transaction. None of the Company, any Subsidiary of the Company, or, to the best
knowledge of the Company, any director, officer or employee thereof, or any of
the Plans or any trust created thereunder, or any fiduciary thereof, has engaged
in a transaction or taken any other action or omitted to take any action
involving any Plan which could constitute a prohibited transaction within the
meaning of Section 406 of ERISA which is not otherwise exempted and which would
result in a material liability to the Company, or would cause the Company to be
subject to either a material liability or material civil penalty assessed
pursuant to Sections 409 or 502(i) or (l) of ERISA or a material tax imposed
pursuant to Sections 4975 or 4976 of the Code. Each of the Plans (to the best
knowledge of the Company with respect to any Multiemployer Plan) has been
operated and administered in all material respects in accordance with applicable
laws, including but not limited to ERISA and the Code. There are no material
pending or, to the best knowledge of the Company, threatened claims by or on
behalf of any of the Plans or any fiduciary, by any employee or beneficiary
covered under any such Plan, or otherwise involving any such Plan or fiduciary
for which the Company could have any material liability (other than routine
claims for benefits). To the best knowledge of the Company, no condition exists,
and no event has occurred with respect to any Multiemployer Plan which presents
a material risk of a complete or partial withdrawal under Subtitle E of Title IV
of ERISA for which the Company could have any material liability, nor has the
Company or any Commonly Controlled Entity been notified that any such
Multiemployer Plan is insolvent or in reorganization within the meaning of
Section 4241 of ERISA. Neither the Company nor any Commonly Controlled Entity
nor any Subsidiary has been a party to any transaction or agreement to which the
provisions of Section 4204 of ERISA were applicable. None of the Company, or any
Commonly Controlled Entity or any of their respective Subsidiaries is obligated
to contribute to a Multiemployer Plan, on behalf of any current or former
employee of the Company, any Commonly Controlled Entity or such Subsidiary. The
liability to which the Company, any Commonly Controlled Entity or any of their
respective Subsidiaries would become subject under ERISA if all such Persons
were to withdraw completely from all Plans on the Closing Date (after giving
effect to the Transaction)
<PAGE>
                                                                              57


is not in excess of $2,000,000. None of the Plans or any trust established
thereunder has incurred any "accumulated funding deficiency" (as defined in
Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of
the last day of the most recent fiscal year of each of the Plans. No
contribution failure has occurred with respect to any Plan sufficient to give
rise to a lien under Section 302(f) of ERISA.

            5.15 Security Documents. At all times after the execution and
delivery of the Guarantee and Collateral Agreement, the Guarantee and Collateral
Agreement is effective to create in favor of the Administrative Agent, for the
ratable benefit of the Lenders, a legal, valid and enforceable security interest
in the Collateral described therein. In the case of the Pledged Stock described
in the Guarantee and Collateral Agreement, so long as stock certificates
representing such Pledged Stock are in the possession of the Administrative
Agent, and in the case of the other Collateral described in the Guarantee and
Collateral Agreement, when financing statements and other filings specified on
Schedule 5.15(a) in appropriate form are filed in the offices specified on
Schedule 5.15(a), the Guarantee and Collateral Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Credit Parties in such Collateral, as security for the Obligations (as
defined in the Guarantee and Collateral Agreement), in each case prior and
superior in right to any other Person, except to the extent that a security
interest cannot be perfected therein by the filing of a financing statement or
the taking of possession under the Uniform Commercial Code of the relevant
jurisdiction and subject to Liens permitted by Section 8.2.

            5.16 Copyrights, Permits, Trademarks and Licenses. Schedule 5.16
sets forth a true and complete list of all material trademarks (registered or
unregistered), trade names, service marks and copyrights and applications
therefor owned, used or filed by or licensed to the Company and its Subsidiaries
(after giving effect to the Transaction) and, with respect to registered
trademarks (if any), contains a list of all jurisdictions in which such
trademarks are registered or applied for and all registration and application
numbers. Except as disclosed on Schedule 5.16, the Company or a Subsidiary
(after giving effect to the Transaction) owns or has the right to use, without
payment to any other party, trademarks (registered or unregistered), trade
names, service marks, copyrights and applications therefor referred to in such
Schedule. To the best knowledge of the Company, no claims are pending by any
Person with respect to the ownership, validity, enforceability or the Company's
or any Subsidiary's use of any such trademarks (registered or unregistered),
trade names, service marks, copyrights, or applications therefor, challenging or
questioning the validity or effectiveness of any of the foregoing, in any
jurisdiction, domestic or foreign.

            5.17 Environmental Matters. Except as set forth in the Environmental
Reports and except to the extent that the facts and circumstances giving rise to
the failure of any of the following to be true and correct would not be
reasonably likely to have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Company and
its Subsidiaries taken as a whole:

            (a) To the best knowledge of the Company, no parcel of real property
owned or operated by the Company or any of its Subsidiaries contains, and has
not previously contained, in, on or under including, without limitation, the
soil and groundwater thereunder, any
<PAGE>
                                                                              58


Hazardous Materials in amounts or concentrations that constitute or constituted
a material violation of, or could reasonably give rise to material liability
under, Environmental Laws.

            (b) To the best knowledge of the Company, each parcel of real
property owned or operated by the Company or any of its Subsidiaries and all
operations and facilities at such properties taken as a whole are in material
compliance with all Environmental Laws, and there is no contamination or
violation of any Environmental Law which could materially interfere with the
continued operation of, or materially impair the fair saleable value of, the
such property taken as a whole.

            (c) To the best knowledge of the Company, neither the Company nor
any of its Subsidiaries has received or is aware of any complaint, notice of
violation, alleged violation, or notice of investigation or of potential
liability under Environmental Laws with regard to any parcel of real property
owned or operated by the Company or any of its Subsidiaries or the operations of
the Company or its Subsidiaries, nor does the Company or any of its Subsidiaries
have knowledge that any such action is being contemplated, considered or
threatened.

            (d) To the best knowledge of the Company, Hazardous Materials have
not been generated, treated, stored, disposed of, at, on or under any parcel of
real property owned or operated by the Company or any of its Subsidiaries, nor
have any Hazardous Materials been transported from such properties, in material
violation of or in a manner that could reasonably give rise to material
liability under any Environmental Laws.

            (e) There are no governmental administrative actions or judicial
proceedings pending or, to the best knowledge of the Company and its
Subsidiaries, threatened, under any Environmental Law to which the Company or
any of its Subsidiaries is a party with respect to any parcel of real property
owned or operated by the Company or any of its Subsidiaries, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements, other than permits
authorizing operations at facilities at the real property, outstanding under any
Environmental Law with respect to such properties.

            5.18 Accuracy and Completeness of Information. The factual
statements contained in the financial statements referred to in subsection
5.1(a), the Credit Documents and any other certificates or documents furnished
or to be furnished to the Administrative Agent or the Lenders from time to time
in connection with this Agreement, taken as a whole, do not and will not, to the
best knowledge of the Company, as of the date when made, contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein not misleading in light of the
circumstances in which the same were made, all except as otherwise qualified
herein or therein, such knowledge qualification being given only with respect to
factual statements made by Persons other than the Company or any of its
Subsidiaries.

            Section 6.        CONDITIONS PRECEDENT

            6.1 Conditions to Initial Extension of Credit. The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction prior
<PAGE>
                                                                              59


to or concurrently with the making of such extension of credit on the Closing
Date, of the following conditions precedent:

            (a) Credit Agreement; Guarantee and Collateral Agreement; Notes. The
Administrative Agent shall have received (i) this Agreement executed and
delivered by the Administrative Agent, the Company and each Person listed on
Schedule I, (ii) the Guarantee and Collateral Agreement, executed and delivered
by Holdings, the Company and each Subsidiary Guarantor and (iii) an
Acknowledgement and Consent in the form attached to the Guarantee and Collateral
Agreement, executed and delivered by each Issuer (as defined therein), if any,
that is not a Credit Party.

            (b) Transaction. The following transactions shall have been
consummated, in each case on terms and conditions reasonably satisfactory to the
Lenders:

            (i) Holdings shall have received at least $50,000,000 from the gross
      proceeds of the Holdings Convertible Securities, the net proceeds of which
      shall have been contributed to the Company in the form of equity, on terms
      and conditions reasonably satisfactory to the Lead Arrangers;

            (ii)        Holdings has exercised its conversion rights under
      the Existing Convertible Notes; and

            (iii) the Company shall have received no less than $275,000,000 in
      gross cash proceeds from the issuance of the Senior Unsecured Notes, on
      terms and conditions reasonably satisfactory to the Lead Arrangers.

            (c)   Capital Structure.

            (i) Holdings, the Company and its Subsidiaries shall have no
      Indebtedness other than the Existing Convertible Securities, if
      applicable, Holdings Convertible Securities, the Senior Unsecured Notes
      and the Permanent Subordinated Notes and except as otherwise permitted by
      this Agreement.

            (ii) The execution, delivery and performance of this Agreement and
      the other Credit Documents and the related documentation with respect to
      the Commitments and the making of Loans and issuances of Letters of Credit
      as contemplated hereby and the issuance of the Senior Unsecured Notes and
      the Holdings Convertible Securities shall not violate any of the
      provisions of the Permanent Subordinated Note Indenture and Senior
      Unsecured Note Indenture and the Company shall have provided a certificate
      in reasonable detail to such effect.

            (iii) Any changes since June 30, 1999 to the certificate of
      incorporation, by-laws, other governing documents and corporate structure
      of the Company and its Subsidiaries, in each case after giving effect to
      the consummation of the Transaction, shall be in form and substance
      satisfactory to the Agents (the execution and delivery of this Agreement
      by the Lenders and the Agents being deemed to evidence the satisfaction of
      the Agents with such of the above-referenced matters as shall have been
      disclosed and made available to the Agents prior to the date hereof).
<PAGE>
                                                                              60


            (d) Pro Forma Balance Sheet. The Lenders shall have received the
unaudited pro forma consolidated balance sheet of the Company and its
consolidated Subsidiaries as at November 4, 2001 (including the notes thereto).

            (e) Fees. The Agents, the Lead Arrangers and the Lenders shall have
received all fees, expenses and other consideration required to be paid or
delivered on or before the Closing Date.

            (f) Lien Searches. The Administrative Agent shall have received the
results of searches requested by the Administrative Agent of Uniform Commercial
Code, tax and judgment filings made with respect to each of Holdings, the
Company and its Subsidiaries, together with copies of financing statements
disclosed by such searches and such searches shall disclose no Liens on any
assets encumbered by any Security Document, except for Liens permitted hereunder
or, if unpermitted Liens are disclosed, the Administrative Agent shall have
received satisfactory evidence of release of such Liens.

            (g) Filings, Recordings; and Registrations. The Administrative Agent
shall have received evidence in form and substance satisfactory to it that all
(i) filings, recordings, registrations and other actions, including, without
limitation, the filing of duly executed financing statements on form UCC-1,
necessary or, in the opinion of the Administrative Agent, desirable to perfect
the Liens created by the Security Documents, and (ii) the Collateral Agent, for
the benefit of the Lenders, shall have a perfected security interest in all of
the Collateral.

            (h) Pledged Stock; Stock Powers; Pledged Notes. The Collateral Agent
shall have received (i) the certificates representing the shares of Capital
Stock pledged pursuant to the Guarantee and Collateral Agreement, together with
an undated stock power for each such certificate executed in blank by a duly
authorized officer of the pledgor thereof and (ii) each promissory note (if any)
pledged to the Collateral Agent pursuant to the Guarantee and Collateral
Agreement endorsed (without recourse) in blank (or accompanied by an executed
transfer form in blank) by the pledgor thereof.

            (i) Legal Opinions. The Administrative Agent shall have received,
dated the Closing Date and addressed to the Agents and the Lenders, (i) an
opinion of Gibson, Dunn & Crutcher LLP, counsel to Holdings and the Company, in
substantially the form of Exhibit H-1 with such changes thereto as may be
approved by the Administrative Agent and its counsel and (ii) an opinion of
Bryan Cave LLP, Arizona counsel to the Company, in substantially the form of
Exhibit H-2 with such changes as may be approved by the Administrative Agent and
its counsel.

            (j) Closing Certificate. The Administrative Agent shall have
received a Closing Certificate of the Company, Holdings and each Subsidiary
dated the Closing Date, in substantially the form of Exhibit J-1, Exhibit J-2
and Exhibit J-3, respectively, with appropriate insertions and attachments, in
form and substance satisfactory to the Administrative Agent and its counsel,
executed by the President or any Vice President and the Secretary or any
Assistant Secretary of the Company, Holdings and each Subsidiary, respectively.

            (k) Consents, Authorizations and Filings, etc. Except for financing
statements to be filed in connection herewith, all consents, approvals,
authorizations and filings with any
<PAGE>
                                                                              61


Person (including, without limitation, any Governmental Authority), if any,
required in connection with the Transaction and the execution, delivery and
performance by Holdings or the Company, and the validity and enforceability
against Holdings and the Company, of the Credit Documents to which any of them
is a party, shall have been obtained or made, and such consents, approvals,
authorizations and filings shall be in full force and effect, except such
consents, approvals, authorizations and filings, the failure to obtain which
would not have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries, taken as a whole.

            (l) Contractual Obligations. None of Holdings, the Company or its
Subsidiaries shall be subject to any material contractual (including material
supplier contracts) or other material restrictions that would be violated by the
Transaction, including the granting of security interests and guarantees.

            (m) Appraisal. The Administrative Agent shall have received a
satisfactory appraisal of assets identified by the Collateral Agent and
specified on Schedule 6.1(m) (the execution and delivery of this Agreement by
the Lenders and the Agents being deemed to evidence the satisfaction of this
condition).

            (n) Collateral Review. The Collateral Agent or its designee shall
have conducted a satisfactory collateral review of the accounts receivable,
inventory and related working capital matters and financial information of the
Company and its subsidiaries and of the data processing and other systems
related thereof.

            (o) Cash Management System. The Company shall have established a
Cash Concentration Account (as defined in the Guarantee and Collateral
Agreement) pursuant to and in accordance with Section 8 of the Guarantee and
Collateral Agreement and establish the remainder of the cash management system
contemplated by the Guarantee and Collateral Agreement no later than 90 days
from the Closing Date.

            (p) Borrowing Base. The Company shall have delivered a Borrowing
Base Certificate substantially in the form of Exhibit K, including all
supplemental reporting as outlined on Schedule I thereto, as of the Closing
Date.

            6.2 Conditions to All Loans and Letters of Credit. The obligation of
each Lender to make any Loan (other than any Revolving Loan the proceeds of
which are to be used to repay Refunded Swing Line Loans) and the obligation of
the Issuing Lender to issue any Letter of Credit is subject to the satisfaction
of the following conditions precedent on the relevant Borrowing Date:

            (a) Representations and Warranties. Each of the representations and
warranties made in or pursuant to Section 5 or which are contained in any other
Credit Document shall be true and correct in all material respects on and as of
the date of such Loan or of the issuance of such Letter of Credit as if made on
and as of such date (unless stated to relate to a specific earlier date, in
which case, such representations and warranties shall be true and correct in all
material respects as of such earlier date).


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                                                                              62


            (b) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing on such Borrowing Date or after giving
effect to such Loan to be made or such Letter of Credit to be issued on such
Borrowing Date.

            (c)   Borrowing Base.  After giving effect to the extensions of
credit requested to be made on such date, a Borrowing Base Deficiency shall
not exist.

            Each borrowing by the Company hereunder and the issuance of each
Letter of Credit by the Issuing Lender hereunder shall constitute a
representation and warranty by the Company as of the date of such borrowing or
issuance that the conditions in clauses (a), (b) and (c) and of this subsection
6.2 have been satisfied.

            Section 7.        AFFIRMATIVE COVENANTS

            The Company hereby agrees that, so long as the Commitments remain in
effect, any Loan, Note or L/C Obligation remains outstanding and unpaid, any
amount (unless cash in an amount equal to such amount has been deposited to a
cash collateral account established by the Administrative Agent) remains
available to be drawn under any Letter of Credit or any other amount is owing to
any Lender or the Administrative Agent hereunder or under any of the other
Credit Documents, it shall, and, in the case of the agreements contained in
subsections 7.3 through 7.6, 7.8, 7.9, and 7.11, the Company shall cause each of
its Subsidiaries to:

            7.1   Financial Statements.  Furnish to the Administrative Agent
(with sufficient copies for each Lender which the Administrative Agent shall
promptly furnish to each Lender):

            (a) as soon as available, but in any event within 95 days after the
end of each fiscal year of the Company, a copy of the consolidated balance sheet
of the Company and its consolidated Subsidiaries as at the end of such fiscal
year and the related consolidated statements of stockholders' equity and cash
flows and the consolidated statements of income of the Company and its
Subsidiaries for such fiscal year, setting forth in each case in comparative
form the figures for the previous year and, in the case of the consolidated
balance sheet referred to above, reported on, without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit, or qualification which would affect the computation of financial
covenants, by independent certified public accountants of nationally recognized
standing;

            (b) as soon as available, but in any event not later than 50 days
after the end of each of the first three quarterly periods of each fiscal year
of the Company, the unaudited consolidated balance sheet of the Company and its
Subsidiaries as at the end of each such quarter and the related unaudited
consolidated statements of income and cash flows of the Company and its
Subsidiaries for such quarterly period and the portion of the fiscal year of the
Company through such date, setting forth in each case in comparative form the
figures for the corresponding quarter in, and year to date portion of, the
previous year, and the figures for such periods in the budget prepared by the
Company and furnished to the Administrative Agent, certified by the chief
financial officer, controller or treasurer of the Company as being fairly stated
in all material respects; and
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                                                                              63


            (c) (i) as soon as available, but in any event not later than 30
days after the beginning of each fiscal year of the Company to which such budget
relates, a preliminary consolidated operating budget for the Company and its
Subsidiaries taken as a whole and (ii) as soon as available, any material
revision to or any final revision of, any such preliminary annual operating
budget or any such consolidated operating budget.

            (d) as soon as available, but in any event not later than 35 days
after the end of each fiscal month of the Company (beginning with the period
ending January 1, 2002 but excluding any fiscal month which ends a fiscal year
or fiscal quarter of the Company), a report of sales and EBITDA for such fiscal
month, an unaudited consolidated balance sheet of the Company and its
Subsidiaries as at the end of such fiscal month and a management discussion and
analysis of the results for such fiscal month.

            (e) all such financial statements to be complete and correct in all
material respects (subject, in the case of interim statements, to normal
year-end audit adjustments) and to be prepared in reasonable detail and (except
in the case of the statements referred to in paragraphs (b), (c) and (d) of this
subsection 7.1) in accordance with GAAP.

            7.2   Certificates; Other Information.  Furnish to the
Administrative Agent (with sufficient copies for each Lender which the
Administrative Agent shall promptly deliver to each Lender):

            (a) concurrently with the delivery of the consolidated financial
statements referred to in subsection 7.1(a), a letter from the independent
certified public accountants reporting on such financial statements stating that
in making the examination necessary to express their opinion on such financial
statements no knowledge was obtained of any Default or Event of Default under or
in respect of subsections 4.4(b), 8.1, 8.3, and 8.6 through 8.10, except as
specified in such letter;

            (b) concurrently with the delivery of the financial statements
referred to in subsections 7.1(a) and (b), a certificate of the chief financial
officer of the Company (i) stating that, to the best of such officer's
knowledge, each of the Company and its Subsidiaries has observed or performed
all of its respective covenants and other agreements, and satisfied every
material condition, contained in this Agreement, the Notes and the other Credit
Documents to be observed, performed or satisfied by it, and that such officer
has obtained no knowledge of any Default or Event of Default except as specified
in such certificate, (ii) showing in detail as of the end of the related fiscal
period the figures and calculations supporting such statement in respect of
subsections 8.7 through 8.11 and any other calculations reasonably requested by
the Administrative Agent with respect to the quantitative aspects of the other
covenants contained herein and (iii) if not specified in the financial
statements delivered pursuant to subsection 7.1, specifying the aggregate amount
of interest paid or accrued by the Company and its Subsidiaries, and the
aggregate amount of depreciation, depletion and amortization charged on the
books of the Company and its Subsidiaries, during such accounting period;

            (c) promptly upon receipt thereof, copies of all final reports
submitted to the Company or to any of its Subsidiaries by independent certified
public accountants in connection with each annual, interim or special audit of
the books of the Company or any of its Subsidiaries
<PAGE>
                                                                              64


made by such accountants, including, without limitation, any final comment
letter submitted by such accountants to management in connection with their
annual audit;

            (d) promptly upon their becoming available, copies of all financial
statements, reports, notices and proxy statements sent or made available to
holders of the Permanent Subordinated Debt and the public generally by the
Company or any of its Subsidiaries, if any, and all regular and periodic reports
and all final registration statements and final prospectuses, if any, filed by
the Company or any of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any Governmental Authority succeeding to
any of its functions;

            (e) concurrently with the delivery of the financial statements
referred to in subsections 7.1(a) and (b), a management summary describing and
analyzing the performance of the Company and its Subsidiaries during the periods
covered by such financial statements;

            (f) within 45 days after the end of each fiscal quarter, a summary
of all Asset Sales during such fiscal quarter including the amount of all Net
Proceeds from such Asset Sales not previously applied to prepayments of the
Loans and reductions of the Commitments pursuant to the proviso to subsection
4.4(b)(iii);

            (g) within 16 calendar days after the last day of each calendar
month and, if requested by the Collateral Agent, at any other time when the
Collateral Agent reasonably believes that the then existing Borrowing Base is
materially inaccurate (which requests may not be made more frequently than once
per calendar week), as soon as reasonably available but in no event later than
10 days after the date of such request, a Borrowing Base Certificate calculating
the Borrowing Base as of the last day in such calendar month, along with the
supplemental information as outlined on Schedule 1 thereto, executed by a
Responsible Officer of the Company; and

            (h) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

            7.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
obligations and liabilities of whatever nature including tax liabilities, except
(a) when the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of the Company or any of its
Subsidiaries, as the case may be, (b) for delinquent obligations which do not
have a material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries taken as
a whole, and (c) for trade and other accounts payable in the ordinary course of
business.

            7.4 Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it (after giving
effect to the Transaction), and preserve, renew and keep in full force and
effect its corporate existence and take all reasonable action to maintain all
material rights, material privileges, franchises, copyrights, trademarks and
trade names necessary or desirable in the normal conduct of its business except
<PAGE>
                                                                              65


for rights, privileges, franchises, copyrights, trademarks and tradenames the
loss of which would not in the aggregate have a material adverse effect on the
business, assets, condition (financial or otherwise) or results of operations of
the Company and its Subsidiaries taken as a whole, and except as otherwise
permitted by subsections 8.4 and 8.5; and comply with all applicable
Requirements of Law and Contractual Obligations except to the extent that the
failure to comply therewith would not, in the aggregate, have a material adverse
effect on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole.

            7.5   Maintenance of Property; Insurance.  (a)  Keep all property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted); and

            (b) Maintain with financially sound and reputable insurance
companies (x) insurance on all its property in at least such amounts and with
only such deductibles as are usually maintained by, and against at least such
risks (but including, in any event, public liability insurance) as are usually
insured against in the same general area, by companies engaged in the same or a
similar business and (y) flood insurance, if required, and furnish to each
Lender, (i) annually, a schedule disclosing all insurance against products
liability risk maintained by the Company and its Subsidiaries pursuant to this
subsection 7.5(b) or otherwise and (ii) upon written request of any Lender, full
information as to the insurance carried; provided that the Company may implement
programs of self insurance in the ordinary course of business and in accordance
with industry standards for a company of similar size so long as reserves are
maintained in accordance with GAAP for the liabilities associated therewith.

            7.6 Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and account in which full, complete and correct entries
in conformity with all material Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender upon reasonable notice (but, with respect to all
Lenders, no more frequently than monthly unless a Default or Event of Default
shall have occurred and be continuing) during business hours and with a
Responsible Officer present to visit and inspect any of its properties and
examine and, to the extent reasonable, make abstracts from any of its books and
records, including, without limitation, in connection with any collateral review
or appraisal described in paragraph (b) below, and to discuss the business,
operations, properties and financial and other condition of the Company and its
Subsidiaries with officers and employees of the Company and its Subsidiaries and
(in coordination with such officers and employees) with its independent
certified public accountants, in each case at any reasonable time, upon
reasonable notice, and as often as may reasonably be desired.

            (b) At any time upon reasonable notice, during business hours and
with a Responsible Officer present and at the reasonable request of the
Administrative Agent, permit the Administrative Agent or its professionals
(including collateral monitoring specialists, consultants, accountants, lawyers
and appraisers) retained by the Administrative Agent to conduct (1) evaluations
and appraisals of (i) the Company's practices in the computation of the
Borrowing Base, (ii) the assets included in the Borrowing Base, (iii) systems
and procedures relating to the Borrowing Base items, and (iv) other related
procedures deemed necessary by the
<PAGE>
                                                                              66


Administrative Agent and pay the reasonable fees and expenses in connection
therewith (including, without limitation, the fees and expenses associated with
services performed by the Administrative Agent's Collateral Monitoring
Department); provided, however, that the Administrative Agent shall not be
entitled to conduct such evaluations and appraisals more frequently than once
per year unless (A) a Default or Event of Default has occurred and is continuing
or (B) the Administrative Agent determines that any material event or material
change has occurred with respect to the Credit Parties, their inventory
practices or the performance of the Collateral and that as a result of such
event or change more frequent evaluations or appraisals are required to
effectively monitor the Borrowing Base, in which case the Company will permit
the Administrative Agent to conduct such evaluations and appraisals at such
reasonable times and as often as may be reasonably requested, in each case so
long as any Revolving Loans or Letters of Credit shall be outstanding or shall
have been requested by the Company hereunder and (2) an appraisal by Hilco
Appraisal Services, LLC, or other appraisal company satisfactory to the
Administrative Agent, of the Inventory on a quarterly basis during the fiscal
year 2002, and pay the reasonable fees and expenses in connection therewith.

            (c) In connection with any evaluation and appraisal relating to the
computation of the Borrowing Base, agree to maintain such additional reserves
(for purposes of computing the Borrowing Base) in respect of Eligible Inventory
and make such other adjustments to its parameters for including Eligible
Inventory in the Borrowing Base as the Administrative Agent shall reasonably
require based upon the results of such evaluation and appraisal, provided that
the reasons for any such additional reserves or adjustments shall be specified
in writing.

            7.7   Notices.  Promptly give notice to the Administrative Agent
and each Lender:

            (a)   of the occurrence of any Default or Event of Default;

            (b) of any (i) default or event of default under any instrument or
      other agreement, guarantee or collateral document of the Company or any of
      its Subsidiaries which default or event of default has not been waived and
      would have a material adverse effect on the business, assets, condition
      (financial or otherwise) or results of operations of the Company and its
      Subsidiaries taken as a whole, or any other default or event of default
      under any such instrument, agreement, guarantee or other collateral
      document which, but for the proviso to clause (e) of Section 9, would have
      constituted a Default or Event of Default under this Agreement, or (ii)
      litigation, investigation or proceeding which may exist at any time
      between the Company or any of its Subsidiaries and any Governmental
      Authority, or receipt of any notice of any environmental claim or
      assessment against the Company or any of its Subsidiaries by any
      Governmental Authority, which in any such case would have a material
      adverse effect on the business, assets, condition (financial or otherwise)
      or results of operations of the Company and its Subsidiaries taken as a
      whole;

            (c) of any litigation or proceeding against the Company or any of
      its Subsidiaries (i) in which more than $2,000,000 of the amount claimed
      is not covered by insurance or (ii) in which injunctive or similar relief
      is sought which if obtained would have a material adverse effect on the
      business, assets, condition (financial or otherwise) or results of
      operations of the Company and its Subsidiaries taken as a whole;
<PAGE>
                                                                              67


            (d) of the following events, as soon as practicable after, and in
      any event within 30 days after, the Company knows or has reason to know
      thereof: (i) the occurrence of any Reportable Event with respect to any
      Plan which Reportable Event could reasonably result in material liability
      to the Company and its Subsidiaries taken as a whole or (ii) the
      institution of proceedings or the taking of any other action by PBGC, the
      Company or any Commonly Controlled Entity to terminate, withdraw or
      partially withdraw from any Plan and, with respect to a Multiemployer
      Plan, the Reorganization or Insolvency of the Plan, in each of the
      foregoing cases which could reasonably result in material liability to the
      Company and its Subsidiaries taken as a whole, and in addition to such
      notice, deliver to the Administrative Agent and each Lender whichever of
      the following may be applicable: (A) a certificate of a Responsible
      Officer of the Company setting forth details as to such Reportable Event
      and the action that the Company or such Commonly Controlled Entity
      proposes to take with respect thereto, together with a copy of any notice
      of such Reportable Event that may be required to be filed with PBGC or (B)
      any notice delivered by PBGC evidencing its intent to institute such
      proceedings or any notice to PBGC that such Plan is to be terminated, as
      the case may be; and

            (e) of a material adverse change known to the Company or its
      Subsidiaries in the business, assets, condition (financial or otherwise)
      or results of operations of the Company and its Subsidiaries taken as a
      whole.

            (f) Each notice pursuant to this subsection 7.7 shall be accompanied
      by a statement of a Responsible Officer of the Company setting forth
      details of the occurrence referred to therein and (in the cases of clauses
      (a) through (d)) stating what action the Company proposes to take with
      respect thereto.

            7.8 Environmental Laws. (a) Comply with, and use reasonable efforts
to insure compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply with and maintain, and require that all
tenants and subtenants obtain and comply with and maintain, all licenses,
approvals, registrations or permits required by Environmental Laws, except to
the extent that failure to do so would not be reasonably likely to have a
material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries taken as
a whole, or on the validity or enforceability of any of the Credit Documents or
the rights and remedies of the Administrative Agent or the Lenders thereunder;

            (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions, lawfully required under
applicable Environmental Laws, and promptly comply with all lawful orders and
directives of all Governmental Authorities respecting Environmental Laws, except
to the extent that the same are being contested in good faith by appropriate
proceedings; and

            (c) In regard to this Agreement or in any way relating to the
Company or its Subsidiaries or their current or former operations, defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective employees, agents, officers and directors, from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature known or unknown, contingent or
<PAGE>
                                                                              68


otherwise, arising out of, or in any way relating to Hazardous Material or
Environmental Laws, including, without limitation, any orders, requirements or
demands of Governmental Authorities related thereto, including, without
limitation, reasonable attorney's and consultant's fees, investigation and
laboratory fees, remediation costs, court costs and litigation expenses, except
to the extent that any of the foregoing arise out of the gross negligence or
willful misconduct of the party seeking indemnification therefor. The agreements
in this subsection 7.8(c) shall survive repayment of the Loans and all other
amounts payable hereunder.

            7.9 Additional Collateral, etc.. (a) With respect to any property
acquired after the Closing Date by any Group Member (other than (x) any property
described in paragraph (b) or (c) below, (y) property acquired by any Excluded
Foreign Subsidiary and (z) assets acquired pursuant to subsection 8.6(j) that
are not equity interests in, or assets held by, a wholly-owned domestic
Subsidiary) that is intended to be subject to the security interests created by
any of the Security Documents but which is not so subject thereto, promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement or such other documents as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a security interest in such property and (ii) take all
actions necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in such
property, including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be reasonably requested by the Administrative
Agent.

            (b) With respect to any new Subsidiary (other than an Excluded
Foreign Subsidiary) created or acquired after the Closing Date by any Group
Member (which, for the purposes of this paragraph (b), shall include any
existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly
(i) execute and deliver to the Administrative Agent such amendments to the
Guarantee and Collateral Agreement as the Administrative Agent deems necessary
or advisable to grant to the Administrative Agent, for the benefit of the
Lenders, a perfected first priority security interest in the Capital Stock of
such new Subsidiary that is owned by any Group Member, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to
become a party to the Guarantee and Collateral Agreement, (B) to take such
actions necessary to cause the Lien created by the Guarantee and Collateral
Agreement to be duly perfected to the extent required by such agreement in
accordance with all applicable Requirements of Law with respect to such new
Subsidiary, including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be reasonably required by the Guarantee and
Collateral Agreement or by law or as may be requested by the Administrative
Agent and (C) to deliver to the Administrative Agent a certificate of such
Subsidiary, substantially in the form of Exhibit J-3, with appropriate
insertions and attachments, and (iv) if reasonably requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

            (c) With respect to any new Excluded Foreign Subsidiary created or
acquired after the Closing Date by any Group Member (other than by any Group
Member that is an
<PAGE>
                                                                              69


Excluded Foreign Subsidiary), promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first priority
security interest in the Capital Stock of such new Subsidiary that is owned by
any such Group Member (provided that in no event shall more than 65% of the
total outstanding voting Capital Stock of any such new Subsidiary be required to
be so pledged), (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of the relevant Group
Member, and take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Administrative Agent's security
interest therein, and (iii) if reasonably requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.

            (d) Upon the request of the Administrative Agent, the Company will,
and will cause its Domestic Subsidiaries to, promptly grant to the
Administrative Agent, within 60 days of such request, security interests and
mortgages in such owned real property of the Company and its Domestic
Subsidiaries as are acquired after the Closing Date by the Company or such
Subsidiary and that, together with any improvements thereon, have a value, in
the aggregate, in excess of $5,000,000, as additional security for the
obligations of the Credit Parties under any Credit Document (unless the subject
property is already mortgaged to a third party to the extent permitted by
subsection 8.2). Such mortgages shall be granted pursuant to documentation
reasonably satisfactory in form and substance to the Administrative Agent and
shall constitute valid and enforceable perfected Liens subject only to Permitted
Liens and such other Liens reasonably acceptable to the Administrative Agent.
The mortgages or instruments related thereto shall be duly recorded or filed in
such manner and in such places as are required by law to establish, perfect,
preserve and protect the Liens in favor of the Administrative Agent required to
be granted pursuant to the mortgages and all taxes, fees and other charges
payable in connection therewith shall be paid in full. If requested by the
Administrative Agent or the Required Lenders, the Company shall provide a
lender's title policy with respect to each such mortgage paid for by the
Company, issued by a nationally recognized title insurance company, together
with such endorsements, coinsurance and reinsurance as may be reasonably
requested by the Administrative Agent, in form and substance reasonably
acceptable to the Administrative Agent, insuring each mortgage as a first lien
on the relevant mortgaged property and subject only to Liens expressly agreed to
by the Administrative Agent.

            7.10 Registration. Use commercially reasonable efforts to file a
registration statement with respect to the Holdings Convertible Securities to be
converted into common stock to the extent practicable within 120 days of the
Closing Date.

            7.11 Landlord Lien Waivers. Use commercially reasonable efforts to
obtain Landlord Lien Waivers with respect to each parcel of real property
subject to Liens described in clause (c)(i) of the definition of "Eligible
Inventory" leased by it existing on or after the Closing Date within 90 days
after the Closing Date or upon its entering into a lease therefor, but without
liability for its failure to do so (except for the imposition of Rent Reserves,
where permitted hereto).
<PAGE>
                                                                              70


            Section 8.        NEGATIVE COVENANTS

            The Company hereby agrees that it shall not, and the Company shall
not permit any of its Subsidiaries to, directly or indirectly so long as the
Commitments remain in effect or any Loan, Note or L/C Obligation remains
outstanding and unpaid, any amount (unless cash in an amount equal to such
amount has been deposited to a cash collateral account established by the
Administrative Agent) remains available to be drawn under any Letter of Credit
or any other amount is owing to any Lender or the Administrative Agent hereunder
or under any other Credit Document (it being understood that each of the
permitted exceptions to each of the covenants in this Section 8 is in addition
to, and not overlapping with, any other of such permitted exceptions except to
the extent expressly provided):

            8.1   Indebtedness.  Create, incur, assume or suffer to exist any
Indebtedness, except:

            (a)   the Indebtedness outstanding on the Closing Date and
reflected on Schedule 8.1(a), but excluding the refinancing of any such
Indebtedness;

            (b)   Indebtedness consisting of the Loans and in connection with
the Letters of Credit and this Agreement;

            (c)   Indebtedness (i) of the Company to any Subsidiary and (ii)
of any Subsidiary to the Company or any other Subsidiary;

            (d) Indebtedness consisting of the Permanent Subordinated Debt
outstanding on the Closing Date and Indebtedness of the Company in respect of
any Permanent Subordinated Debt the net proceeds of which are used to prepay,
redeem, retire or repurchase the outstanding principal amount of the then
outstanding Permanent Subordinated Debt (if any) (including fees and expenses in
connection therewith) or to prepay the Loans and reduce the Commitments in
accordance with subsection 4.4(b)(ii), provided that, to the extent there are
additional Net Proceeds remaining after any such repayment, redemption,
retirement or repurchase of the then outstanding Permanent Subordinated Debt, or
to the extent such Net Proceeds are not used to repay, redeem, retire or
repurchase the then outstanding Permanent Subordinated Debt, such Net Proceeds
shall be used to prepay the Loans and reduce the Commitments in accordance with
subsection 4.4(b)(ii);

            (e) Indebtedness of the Company and its Subsidiaries for (A)
industrial revenue bonds or other similar governmental and municipal bonds and
(B) the deferred purchase price of newly acquired property of the Company and
its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether
owed to the seller or otherwise) used in the ordinary course of business of the
Company and its Subsidiaries (provided such financing is entered into within 270
days of the acquisition of such property) in an amount (based on the remaining
balance of the obligations therefor on the books of the Company and its
Subsidiaries) which in the case of preceding clauses (A) and (B) shall not
exceed $10,000,000 in the aggregate at any one time outstanding and (ii)
Indebtedness of the Company and its Subsidiaries in respect of Financing Leases
to the extent subsections 8.9 and 8.10 would not be contravened;
<PAGE>
                                                                              71


            (f)   Indebtedness of the Company and its Subsidiaries in an
aggregate principal amount not to exceed at any one time outstanding
$25,000,000;

            (g) Indebtedness in respect of letters of credit (other than Letters
of Credit issued hereunder) in aggregate principal amount not to exceed at any
one time outstanding $10,000,000;

            (h) (i) Indebtedness assumed in connection with acquisitions
permitted by subsection 8.6(h) (so long as such Indebtedness was not incurred in
anticipation of such acquisitions), (ii) Indebtedness of newly acquired
Subsidiaries acquired in such acquisitions (so long as such Indebtedness was not
incurred in anticipation of such acquisition) and (iii) Indebtedness owed to the
seller in any acquisition permitted by subsection 8.6(h) constituting part of
the purchase price thereof, all of which Indebtedness permitted by this
subsection 8.1(h) shall not exceed an aggregate principal amount at any one time
outstanding of $10,000,000;

            (i)   Indebtedness in connection with workers' compensation
obligations and general liability exposure of the Company and its
Subsidiaries;

            (j) Subordinated Indebtedness in aggregate principal amount not to
exceed at any one time outstanding $15,000,000 plus any additional principal
amount of such subordinated Indebtedness issued in lieu of cash interest thereon
(and any refinancing thereof shall be permitted in the amount of such sum),
which subordinated Indebtedness (i) is subordinated to the Indebtedness
hereunder on terms not less favorable to the Lenders than the subordination
provisions of the Permanent Subordinated Debt and (ii) has a final maturity date
after the Maturity Date; and

            (k) Indebtedness consisting of the Senior Unsecured Debt outstanding
on the Closing Date and Indebtedness of the Company in respect of any Senior
Unsecured Debt the net proceeds of which are used to prepay, redeem, retire or
repurchase the outstanding principal amount of the then outstanding Senior
Unsecured Debt (if any) (including fees and expenses in connection therewith) or
to prepay the Loans and reduce the Commitments in accordance with subsection
4.4(b)(ii), provided that, to the extent there are additional Net Proceeds
remaining after any such repayment, redemption, retirement or repurchase of the
then outstanding Senior Unsecured Debt, or to the extent such Net Proceeds are
not used to repay, redeem, retire or repurchase the then outstanding Senior
Unsecured Debt, such Net Proceeds shall be used to prepay the Loans and reduce
the Commitments in accordance with subsection 4.4(b)(ii).

            8.2 Limitation on Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets, income or profits, whether now owned
or hereafter acquired, except:

            (a) Liens for taxes, assessments or other governmental charges not
yet delinquent or which are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of the Company or such Subsidiary, as the case may be, in accordance with
GAAP;

            (b) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business in respect of obligations which are not yet due or which are bonded or
which are being contested in good faith and by
<PAGE>
                                                                              72


appropriate proceedings if adequate reserves with respect thereto are maintained
on the books of the Company or such Subsidiary, as the case may be, in
accordance with GAAP;

            (c)   pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation;

            (d) deposits to secure the performance of bids, tenders, trade or
government contracts (other than for borrowed money), leases, licenses,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;

            (e) easements (including, without limitation, reciprocal easement
agreements), rights-of-way, building, zoning and similar restrictions, utility
agreements, covenants, reservations, restrictions, encroachments, changes, and
other similar encumbrances or title defects incurred, or leases or subleases
granted to others, in the ordinary course of business, which do not in the
aggregate materially detract from the aggregate (i) value of the properties of
the Company and its Subsidiaries, taken as a whole or (ii) materially interfere
with or adversely affect in any material respect the ordinary conduct of the
business of the Company and its Subsidiaries taken as a whole;

            (f)   Liens in favor of the Administrative Agent and the Lenders
pursuant to the Credit Documents and bankers' liens arising by operation of
law;

            (g) Liens on property of the Company or any of its Subsidiaries
created solely for the purpose of securing Indebtedness permitted by subsection
8.1(e) or 8.1(h)(i) or (ii) (so long as such Lien was not incurred in
anticipation of the related acquisition), representing or incurred to finance,
refinance or refund the purchase price of property, provided that no such Lien
shall extend to or cover other property of the Company or such Subsidiary other
than the respective property so acquired, and the principal amount of
Indebtedness secured by any such Lien shall at no time exceed the original
purchase price of such property;

            (h) Liens existing on the Closing Date after giving effect to the
consummation of the Transaction, and described in subsection 5.13 or Schedule
8.2, provided that no such Lien shall extend to or cover other property of the
Company or the respective Subsidiary other than the respective property so
encumbered, and the principal amount of Indebtedness secured by any such Lien
shall at no time exceed the original principal amount of the Indebtedness so
secured;

            (i) Liens on documents of title and the property covered thereby
(and Proceeds thereof) securing Indebtedness in respect of the Commercial L/Cs
or securing reimbursement obligations in respect of letters of credit permitted
under this Agreement;

            (j) (i) mortgages, liens, security interests, restrictions,
encumbrances or any other matters of record that have been placed by any
developer, landlord or other third party on property over which the Company or
any Subsidiary of the Company has easement rights or on any Leased Property and
subordination or similar agreements relating thereto and (ii) any condemnation
or eminent domain proceedings affecting any real property;
<PAGE>
                                                                              73


            (k)   Liens in connection with workers' compensation obligations
and general liability exposure of the Company and its Subsidiaries; and

            (l) Liens on Fee Properties and/or Leased Properties consisting of
(i) any conditions that may be shown by a current, accurate survey or physical
inspection of such Fee Property or Leased Property, (ii) as to Leased Property,
the terms and provisions of the respective lease therefor and any matters
affecting the fee title and any estate superior to the leasehold estate related
thereto, and (iii) title defects, or leases or subleases granted to others,
which are not material to the Fee Properties or Leased Properties, as the case
may be, taken as a whole.

            8.3   Limitation on Contingent Obligations.  Create, incur,
assume or suffer to exist any Contingent Obligation except:

            (a)   the Guarantee and Collateral Agreement;

            (b)   other guarantees by the Company incurred in the ordinary
course of business for an aggregate amount not to exceed $20,000,000 at any
one time;

            (c)   guarantees by the Company of obligations of its
      Subsidiaries;

            (d)   Contingent Obligations existing on the Closing Date and
described in Schedule 8.3(d);

            (e) guarantees of obligations to third parties in connection with
relocation of employees of the Company or any of its Subsidiaries, in an amount
which, together with all loans and advances made pursuant to subsection 8.6(f),
shall not exceed $4,000,000 at any time outstanding;

            (f)   Contingent Obligations in connection with workers'
compensation obligations and general liability exposure of the Company and
its Subsidiaries; and

            (g) subordinated guarantees of the Permanent Subordinated Debt
issued by Subsidiaries of the Company which are also parties to the Guarantee
and Collateral Agreement, provided such subordinated guarantees are subordinated
to the Guarantee and Collateral Agreement on the same basis as the Permanent
Subordinated Debt is subordinated to the Loans;

            (h)   guarantees of the Senior Unsecured Notes issued by
Subsidiaries of the Company which are also parties to the Guarantee and
Collateral Agreement;

            (i) guarantees by the Company of loans to employees of the Company
and its Subsidiaries, the proceeds of which are used to purchase stock of
Holdings, in an aggregate amount not to exceed, when added to the amount of
loans made by the Company to employees pursuant to subsection 8.6(g), at any one
time outstanding $8,000,000; and

            (j) guarantees by the Company of loans to employees of the Company
and its Subsidiaries, the proceeds of which are used for travel and other
ordinary expenses for which advances to employees are generally made, in an
aggregate amount not to exceed, when added to
<PAGE>
                                                                              74


the amount of loans made by the Company to employees pursuant to subsection
8.6(i), at any one time outstanding $1,000,000.

            8.4 Prohibition of Fundamental Changes. Enter into any merger or
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or engage in any type of business other
than of the same general type now conducted by it, except (a) for the
transactions otherwise permitted pursuant to clause (b) of subsection 8.5, (b)
any Subsidiary of the Company may be merged with and into the Company or a
Subsidiary of the Company, (c) any Subsidiary may be dissolved, provided,
however, that prior to the dissolution of any Subsidiary whose book value
exceeds $100,000, the assets of such Subsidiary are transferred to the Company
or a wholly-owned Domestic Subsidiary of the Company subject to the conditions
set forth in subsection 8.5(b) and (d) the Company may be reincorporated under
the laws of Delaware, provided that the Administrative Agent, in its sole
reasonable discretion, determines that such reincorporation will not alter the
obligations of any Credit Party under any Credit Document or cause a material
impairment of the value of the Collateral taken as a whole, after giving effect
to such reincorporation.

            8.5 Prohibition on Sale of Assets. Convey, sell, lease (other than a
sublease of real property), assign, transfer or otherwise dispose of (including
through a transaction of merger or consolidation of any Subsidiary of the
Company) any of its property, business or assets (including, without limitation,
tax benefits and receivables but excluding leasehold interests), whether now
owned or hereafter acquired, except:

            (a) for (i) sales or other dispositions of inventory made in the
ordinary course of business, (ii) sales or other dispositions of uneconomic,
obsolete or worn-out property in the ordinary course of business and (iii) any
sale of a store and/or fixtures to a third party pursuant to a sale-leaseback
transaction;

            (b) that any Subsidiary of the Company may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to, or merge with and into, the Company or a wholly-owned Subsidiary
of the Company and any Subsidiary of the Company may sell or otherwise dispose
of, or part with control of any or all of, the stock of any Subsidiary to a
wholly-owned Subsidiary of the Company, provided that no such transaction may be
effected if it would result in the transfer of any assets of, or any stock of, a
Subsidiary to, or the merger with and into, another Subsidiary all of the
Capital Stock of which owned by the Company or any Subsidiary has not been
pledged to the Administrative Agent and which has not guaranteed the obligations
of the Company under the Notes and this Agreement, and granted liens or security
interests in favor of the Administrative Agent, for the benefit of the Lenders,
on substantially all of its assets to secure such guarantee, pursuant to a
guarantee, security agreement and other documentation reasonably satisfactory to
the Administrative Agent;

            (c)   leases of Fee Properties and other real property owned in
fee and subleases of Leased Properties;

            (d) any condemnation or eminent domain proceedings affecting any
real property, provided, however, that the parties hereto agree that the net
proceeds received in
<PAGE>
                                                                              75


connection with such proceeding shall be deemed not to constitute "Net Proceeds"
if such net proceeds are reinvested in new or existing properties within
eighteen months;

            (e) substantially like-kind exchanges of real property, provided
that any cash received by the Company or any Subsidiary of the Company in
connection with such an exchange (net of all costs and expenses incurred in
connection with such transaction or with the commencement of operation of real
property received in such exchange) shall be deemed to be Net Proceeds and shall
be applied as provided for herein;

            (f)   for the sale or other disposition of any property the
aggregate amount of the net proceeds received in respect of which shall not
exceed $4,000,000;

            (g)   for the sale of owned real property and/or fixtures; and

            (h)   for conveyances and transfers specifically permitted under
subsection 8.6(j) to joint ventures.

            8.6 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of, or make any other investment
(except as provided in subsection 8.12) in (including, without limitation, any
acquisition of all or any substantial portion of the assets, and any acquisition
of a business or a product line, of other companies, other than the acquisition
of inventory in the ordinary course of business), any Person, except:

            (a) the Company may make loans or advances to any Subsidiary, and
any Subsidiary may make loans or advances to the Company or any other
Subsidiary, to the extent in each case the Indebtedness created thereby is
permitted by paragraph (c) of subsection 8.1;

            (b) any Subsidiary may make investments in the Company (by way of
capital contribution or otherwise) and (ii) the Company and any Subsidiary may
make investments in, or create, any wholly-owned Domestic Subsidiary (by way of
capital contribution or otherwise) or make investments permitted by subsection
8.5(b), provided that, in any such case, (x) if stock is issued or otherwise
acquired in connection with such investment, or if the stock of such Subsidiary
was not previously pledged to the Administrative Agent, such stock is pledged to
the Administrative Agent for the benefit of the Lenders so that 100% of the
Capital Stock of such Subsidiary is pledged to the Administrative Agent and (y)
such Subsidiary guarantees the obligations of the Company under the Notes and
this Agreement, and grants liens or security interests in favor of the
Administrative Agent, for the benefit of the Lenders, on substantially all of
its assets to secure such guarantee, pursuant to a guarantee, a security
agreement and other documentation reasonably satisfactory to the Administrative
Agent;

            (c)   the Company and its Subsidiaries may invest in, acquire and
hold Cash Equivalents;

            (d)   the Company or any of its Subsidiaries may make payroll
advances in the ordinary course of business;
<PAGE>
                                                                              76


            (e) the Company or any of its Subsidiaries may acquire and hold
receivables owing to it, if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms,
(provided that nothing in this clause (e) shall prevent the Company or any
Subsidiary from offering such concessionary trade terms, or from receiving such
investments in connection with the bankruptcy or reorganization of their
respective suppliers or customers or the settlement of disputes with such
customers or suppliers arising in the ordinary course of business, as management
deems reasonable in the circumstances);

            (f) the Company or any of its Subsidiaries may make relocation and
other loans to officers and employees of the Company or any such Subsidiary,
provided that the aggregate principal amount of all such loans and advances
outstanding at any one time, together with the guarantees of such loans and
advances made pursuant to subsection 8.3(e), shall not exceed $4,000,000 at any
one time outstanding;

            (g) the Company may make loans to employees of the Company and its
Subsidiaries the proceeds of which are used by such employees to purchase stock
of Holdings, provided that the aggregate principal amount of all such loans
shall not exceed, together with any guarantees of loans made pursuant to
subsection 8.3(i), at any one time outstanding $8,000,000;

            (h) the Company and its Subsidiaries may make acquisitions of
companies engaged primarily in businesses similar to the businesses in which the
Company and its Subsidiaries are engaged to the extent that the amount expended
to make such acquisitions is permitted pursuant to subsection 8.9(b);

            (i) the Company may make loans to employees of the Company and its
Subsidiaries, the proceeds of which are used by such employees for travel and
other ordinary expenses for which advances to employees are generally made in an
aggregate principal amount not to exceed when added to the amount of guarantees
made by the Company pursuant to subsection 8.3(j), at any one time outstanding
$1,000,000; and

            (j) the Company or any of its Subsidiaries may make investments in,
or loans or investments to, joint ventures or other Persons engaged primarily in
one or more businesses in which the Company and its Subsidiaries are engaged or
directly related thereto in an aggregate amount not to exceed $2,000,000 plus
the sum of any cash amounts dividended or distributed to the Company or any
Subsidiary of the Company after the date hereof by such joint venture or other
Person.

            8.7 Leverage Ratio. Permit the Consolidated Leverage Ratio as at the
last day of any period of four consecutive fiscal quarters of the Company ending
with any fiscal quarter set forth below to exceed the ratio set forth below
opposite such fiscal quarter, provided, that, with respect to any acquisition
permitted by subsection 8.6(h), the last four fiscal quarters of Consolidated
EBITDA (as may be adjusted for post-acquisition cost savings reasonably agreed
to by the Company and the Administrative Agent) of the acquired company shall be
added to the Consolidated EBITDA of the Company for the purposes of calculating
this ratio:
<PAGE>
                                                                              77


<TABLE>
<CAPTION>
                 Fiscal Year  Fiscal Quarter           Leverage Ratio
                 -----------  --------------           --------------
<S>                           <C>                      <C>
                     2001       Fourth                  4.85 to 1.0

                     2002       First                   4.75 to 1.0
                                Second                  4.50 to 1.0
                                Third                   4.50 to 1.0
                                Fourth                  4.25 to 1.0

                     2003       First                   4.25 to 1.0
                                Second                  3.75 to 1.0
                                Third                   3.75 to 1.0
                                Fourth                  3.75 to 1.0

                     2004       First                   3.75 to 1.0
                                Second                  3.50 to 1.0
                                Third                   3.50 to 1.0
                                Fourth                  3.50 to 1.0
</TABLE>

            8.8 Interest Coverage Ratio. At the last day of any fiscal quarter
set forth below, permit the Interest Coverage Ratio to be less than the ratio
set forth below for such fiscal quarter:

<TABLE>
<CAPTION>
                                                           Interest
                 Fiscal Year   Fiscal Quarter          Coverage Ratio
                 -----------   --------------          --------------
<S>                            <C>                     <C>
                     2001       Fourth                  1.90 to 1.0

                     2002       First                   1.90 to 1.0
                                Second                  1.90 to 1.0
                                Third                   2.00 to 1.0
                                Fourth                  2.00 to 1.0

                     2003       First                   2.00 to 1.0
                                Second                  2.25 to 1.0
                                Third                   2.25 to 1.0
                                Fourth                  2.25 to 1.0

                     2004       First                   2.25 to 1.0
                                Second                  2.50 to 1.0
                                Third                   2.50 to 1.0
                                Fourth                  2.50 to 1.0
</TABLE>


            8.9   Capital Expenditures.  Make or commit to make any Capital
Expenditures, except that the Company and its Subsidiaries may make or commit
to make Capital Expenditures:

            (a) consisting of investments in the development of new or relocated
stores in an aggregate amount not to exceed $15,000,000, against which amount
shall be credited any funds
<PAGE>
                                                                              78


from the subsequent sale of any real property (including leasehold interests) or
fixtures purchased or developed in connection therewith; plus

            (b) of any other type in amounts not exceeding the amount set forth
below (the "Base Amount") for each of the fiscal years of the Company (or other
period) set forth below:

<TABLE>
<CAPTION>
                  Fiscal Year     Base Amount
                  -----------     -----------
<S>                               <C>
                      2001        $20,000,000
                      2002        $20,000,000
                      2003        $25,000,000
                      2004        $30,000,000
</TABLE>

            provided, however, that (i) for any fiscal year of the Company, the
Base Amount for such fiscal year set forth above shall be increased by an amount
equal to the aggregate amount of proceeds received by the Company or any of its
Subsidiaries in such fiscal year with respect to sales of real property by the
Company or such Subsidiary or dispositions under subsection 8.5(f) or 8.5(g),
(ii) for any fiscal year of the Company, the Base Amount for such fiscal year
set forth above shall be increased by the amount of any net cash proceeds from
the issuance of Capital Stock of Holdings to, or any capital contribution by,
the Investors and (iii) for any fiscal year of the Company, the Base Amount for
such fiscal year set forth above (as increased with respect to such fiscal year
pursuant to clause (i) of this proviso) may be increased by an amount not in
excess of $5,000,000 by carrying over to such fiscal year the unused portion of
the Base Amount for the immediately preceding fiscal year (as increased pursuant
to this proviso).

            8.10 Limitation on Dividends. Declare any dividends on any shares of
any class of stock, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, retirement or
other acquisition of any shares of any class of stock, or any warrants or
options to purchase such stock, whether now or hereafter outstanding, or make
any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of the Company or any of its
Subsidiaries; except that:

            (a)   Subsidiaries may pay dividends to the Company or to
Subsidiaries which are directly or indirectly wholly owned by the Company;

            (b) the Company may pay or make dividends or distributions to any
holder of its capital stock in the form of additional shares of Capital Stock of
the same class and type, provided such shares of Capital Stock are pledged to
the Administrative Agent for the benefit of the Lenders; and

            (c)   the Company may pay dividends or make other distributions:

                  (i) to Holdings in amounts equal to amounts required for
      Holdings to pay franchise taxes and other fees required to maintain its
      corporate existence and provide for other operating costs;
<PAGE>
                                                                              79


                  (ii) to Holdings in amounts equal to amounts required for
      Holdings to pay Federal, state and local income taxes to the extent such
      income taxes are attributable to the income of the Company and its
      Subsidiaries; and

                  (iii) to Holdings in amounts equal to amounts expended by
      Holdings to repurchase Capital Stock of Holdings owned by former employees
      of the Company or its Subsidiaries or their assigns, estates and heirs,
      provided that the aggregate amount paid, loaned or advanced to Holdings
      pursuant to this clause (iii) shall not, in the aggregate, exceed the sum
      of $2,500,000 plus any amounts contributed by Holdings to the Company as a
      result of resales of such repurchased shares of Capital Stock,

provided that the Company will not, and will not permit any of its Subsidiaries
to enter into or be party to, or make any payment under, any Synthetic Purchase
Agreement.

            8.11 Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with any Affiliate except for transactions
which are otherwise permitted under this Agreement and which are in the ordinary
course of the Company's or a Subsidiary's business and which are upon fair and
reasonable terms no less favorable to the Company or such Subsidiary than it
would obtain in a hypothetical comparable arm's length transaction with a Person
not an Affiliate; provided, however, that nothing in this subsection 8.11 shall
prohibit the Company or any of its Subsidiaries from engaging in the following
transactions: (i) the performance of the Company's or such Subsidiary's
obligations under any employment contract, collective bargaining agreement,
employee benefit plan, related trust agreement or any other similar arrangement
heretofore or hereafter entered into in the ordinary course, (ii) payment of
compensation to employees, officers, directors or consultants in the ordinary
course of business, (iii) maintenance of benefit programs or arrangements for
employees, officers or directors, including, without limitation, vacation plans,
health and life insurance plans, deferred compensation plans, and retirement or
savings plans and similar plans and (iv) the provision of services and the
performance of obligations contemplated to be provided and performed by the
Company under the PartsAmerica Services Agreement.

            8.12 Prepayments and Amendments of Permanent Subordinated Debt,
Convertible Debt and Senior Unsecured Debt. (a) Optionally prepay, optionally
retire, optionally redeem, optionally purchase, optionally defease, optionally
exchange, or make any mandatory prepayment or any mandatory repurchase of any
Permanent Subordinated Debt, any Convertible Debt (except to convert the
Convertible Debt to equity) or any Senior Unsecured Debt (other than the
refinancing of the Permanent Subordinated Debt contemplated in the definition
thereof) or pay any interest on the Permanent Subordinated Debt, Convertible
Debt or on the Senior Unsecured Debt in cash if such interest may be paid by the
issuance of additional Permanent Subordinated Debt, the issuance of additional
Convertible Debt or by the issuance of additional Senior Unsecured Debt,
respectively, or (b) amend, supplement or otherwise modify any documentation
governing any Permanent Subordinated Debt, Convertible Debt or any Senior
Unsecured Debt (other than (i) amendments to such Permanent Subordinated Debt,
Convertible Debt or Senior Unsecured Debt which reduce the interest rate or
extend the maturity thereof and (ii) waivers of compliance by the Company with
any of the terms or conditions of such
<PAGE>
                                                                              80


Permanent Subordinated Debt, Convertible Debt or Senior Unsecured Debt (except
those terms or conditions which by their terms are for the benefit of the
Lenders)).

            8.13 Limitation on Changes in Fiscal Year. Permit the fiscal year of
the Company to end on a day other than the Sunday closest to January 31.

            8.14 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the Company is engaged on the Closing Date or which are directly related
thereto.

            8.15 Limitation on Interest Rate Agreements. Enter into, create,
incur, assume or suffer to exist any Interest Rate Agreements or obligations in
respect thereof except in the ordinary course of business for non-speculative
purposes.

            Section 9.        EVENTS OF DEFAULT

            Upon the occurrence and during the continuance of any of the
following events:

            (a) The Company shall fail (i) to pay any principal of any Note when
due in accordance with the terms hereof or thereof or to reimburse the Issuing
Lender in accordance with subsection 3.8 or (ii) pay any interest on any Loan or
any other amount payable hereunder within five days after any such interest or
other amount becomes due in accordance with the terms thereof or hereof; or

            (b) Any representation or warranty made or deemed made by any Credit
Party in any Credit Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made; or

            (c) (i) The Company shall default in the observance or performance
of any agreement contained in subsection 7.7(a) or Section 8 of this Agreement
or Sections 6.8 and 6.10 of the Guarantee and Collateral Agreement; (ii)
Holdings shall default in the observance or performance of any agreement
contained in Section 7.1 and of the Guarantee and Collateral Agreement or (iii)
any Subsidiary shall default in the observance or performance of corresponding
provisions of the Guarantee and Collateral Agreement; or

            (d) Any Credit Party shall default in the observance or performance
of any other agreement contained in any Credit Document and such default shall
continue unremedied for a period of 30 days; or

            (e) Holdings, the Company or any of its Subsidiaries shall (i)
default in any payment of principal of or interest on or other amounts in
respect of any Indebtedness (other than the Loans, the L/C Obligations and any
inter-company debt) or Interest Rate Agreement or in the payment of any
Contingent Obligation, beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness, Interest Rate Agreement
or Contingent Obligation was created; or (ii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness, Interest Rate Agreement or Contingent Obligation or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or
<PAGE>
                                                                              81


condition is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such Contingent Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity, any applicable grace period having expired, or
such Contingent Obligation to become payable, any applicable grace period having
expired; in each case, provided that the aggregate principal amount of all such
Indebtedness, Interest Rate Agreements and Contingent Obligations under which a
payment default exists as in (a) above or which would then become due or payable
equals or exceeds $10,000,000; or

            (f) (i) The Company or any of its Subsidiaries or Holdings shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts or (B) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its assets, or the
Company or any of its Subsidiaries or Holdings shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against the
Company or any of its Subsidiaries or Holdings any case, proceeding or other
action of a nature referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against the Company or any of its Subsidiaries or
Holdings any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) the Company or any
of its Subsidiaries or Holdings shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) the Company or any of its
Subsidiaries or Holdings shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due; or

            (g) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan
which is not otherwise exempted, (ii) any "accumulated funding deficiency" (as
defined in Section 302 of ERISA), whether or not waived, shall exist with
respect to any Plan, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is
likely to result in the termination of such Single Employer Plan for purposes of
Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of
Title IV of ERISA, (v) the Company or any Commonly Controlled Entity shall incur
any material liability in connection with a withdrawal from, or the Insolvency
or Reorganization of, a Multiemployer Plan; and in each case in clauses (i)
through (v) above, such event or condition, together with all other such events
or conditions relating to a Plan, if any, would be reasonably likely to subject
the Company or any of its Subsidiaries to any tax, penalty or other liabilities
in the aggregate material in relation to the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole; or
<PAGE>
                                                                              82


            (h) One or more judgments or decrees shall be entered against the
Company or any of its Subsidiaries involving in the aggregate a liability (not
paid or fully covered by insurance) of $10,000,000 or more and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within the time required by the terms of such judgment; or

            (i) Any Credit Document shall cease, for any reason, to be in full
force and effect or any Credit Party or any of its Subsidiaries shall so assert
in writing, or the Guarantee and Collateral Agreement shall cease to be
effective to grant a perfected Lien on the collateral described therein with the
priority purported to be created thereby (other than as a result of any action
or inaction on the part of the Administrative Agent or the Lenders), subject to
such exceptions as may be permitted therein, and such condition shall continue
unremedied for 30 days after notice thereof to the Company by the Administrative
Agent or any Lender; or

            (j) There shall have occurred (1) a Change of Control, (2) a "change
of control" under the Permanent Subordinated Note Indenture or (3) a "change of
control" under the Senior Unsecured Note Indenture; or

            (k) Holdings shall engage in any business or activity other than
owning the Capital Stock of the Company and activities reasonably incidental
thereto;

            (l) (i) There shall have occurred any amendment, supplement or other
modification of any of the Permanent Subordinated Debt or any Senior Unsecured
Debt, or the documents governing such Permanent Subordinated Debt or Senior
Unsecured Debt, which in any such case shall not have been consented to in
advance in writing by the Administrative Agent and the Required Lenders, except
(A) as otherwise expressly permitted by subsection 8.12 or (B) to the extent
such amendment, supplement or modification gives effect to any prepayment,
retirement or redemption of Permanent Subordinated Debt or Senior Unsecured Debt
expressly permitted by this Agreement or (ii) the subordination provisions of
any document governing any Permanent Subordinated Debt shall cease, for any
reason, to be valid or any Credit Party or any of its Subsidiaries shall so
assert in writing;

then, and in any such event, (a) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically (i) the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement, the Notes and the other Credit Documents shall immediately become due
and payable, and (ii) all obligations of the Company in respect of the Letters
of Credit, although contingent and unmatured, shall become immediately due and
payable and the Issuing Lender's obligations to issue the Letters of Credit
shall immediately terminate and (b) if such event is any other Event of Default,
so long as any such Event of Default shall be continuing, either or both of the
following actions may be taken: (i) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company, declare the Commitments
and the Issuing Lender's obligations to issue the Letters of Credit to be
terminated forthwith, whereupon the Commitments and such obligations shall
immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice of default to the Company,
<PAGE>
                                                                              83


(A) declare all or a portion of the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the Notes to be
due and payable forthwith, whereupon the same shall immediately become due and
payable, and (B) declare all or a portion of the obligations of the Company in
respect of the Letters of Credit, although contingent and unmatured, to be due
and payable forthwith, whereupon the same shall immediately become due and
payable and/or demand that the Company discharge any or all of the obligations
supported by the Letters of Credit by paying or prepaying any amount due or to
become due in respect of such obligations. All payments under this Section 9 on
account of undrawn Letters of Credit shall be made by the Company directly to a
cash collateral account established by the Administrative Agent for such purpose
for application to the Company's reimbursement obligations under subsection 3.8
as drafts are presented under the Letters of Credit, with the balance, if any,
to be applied to the Company's obligations under this Agreement and the Notes as
the Administrative Agent shall determine with the approval of the Required
Lenders. Except as expressly provided above in this Section 9, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

            Section 10.       THE ADMINISTRATIVE AGENT; THE ISSUING LENDER;
OTHER AGENTS

            10.1 Appointment. Each Lender hereby irrevocably designates and
appoints JPMorgan Chase Bank as the Administrative Agent, CSFB as the
Syndication Agent and UBS as the Documentation Agent under this Agreement and
irrevocably authorizes Chase as Administrative Agent for such Lender, to take
such action on its behalf under the provisions of the Credit Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of the Credit Documents, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, neither the Administrative Agent,
the Syndication Agent nor the Documentation Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the
Credit Documents or otherwise exist against the Administrative Agent, the
Syndication Agent or the Documentation Agent.

            10.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and each of the other Credit Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care, except as otherwise
provided in subsection 10.3.

            10.3 Exculpatory Provisions. None of the Administrative Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with the Credit Documents (except for its
or such Person's own gross negligence or willful misconduct) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Credit Party or any officer thereof
contained in the Credit Documents or in any certificate, report, statement or
other document referred to or
<PAGE>
                                                                              84


provided for in, or received by the Administrative Agent under or in connection
with the Credit Documents or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of the Credit Documents or for any
failure of any Credit Party to perform its obligations thereunder. The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, any Credit Document or to inspect the
properties, books or records of any Credit Party.

            10.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Note, the writings maintained in the Register, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Company), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent may deem
and treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under any Credit Document
unless it shall first receive such advice or concurrence of the Required Lenders
(or, where a higher percentage of the Lenders is expressly required hereunder,
such Lenders) as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any Credit Document in accordance with a request
of the Required Lenders (or, where a higher percentage of the Lenders is
expressly required hereunder, such Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Notes.

            10.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received written notice from a
Lender or the Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall promptly give notice thereof to the Lenders. The Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; provided that unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

            10.6 Non-Reliance on Administrative Agent, Syndication Agent,
Documentation Agent and Other Lenders. Each Lender expressly acknowledges that
none of the Administrative Agent, the Syndication Agent, the Documentation Agent
or any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it
and that no act by the Administrative Agent, the Syndication Agent, the
Documentation Agent or any such Person hereinafter taken, including any review
of the affairs of the Credit Parties, shall be deemed to constitute any
representation or warranty by the
<PAGE>
                                                                              85


Administrative Agent, the Syndication Agent, the Documentation Agent or any
such Person to any Lender. Each Lender represents to the Administrative Agent,
the Syndication Agent and the Documentation Agent that it has, independently and
without reliance upon the Administrative Agent, the Syndication Agent, the
Documentation Agent or any such Person or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of Holdings, the Company and its
Subsidiaries and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Administrative Agent, the Syndication Agent, the
Documentation Agent or any such Person or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under the Credit Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of Holdings, the Company and its
Subsidiaries. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, property,
financial and other condition or creditworthiness of the Credit Parties which
may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

            10.7 Indemnification. The Lenders agree to indemnify each of the
Administrative Agent, the Syndication Agent, the Documentation Agent and the
Lead Arrangers in its capacity as such (to the extent not reimbursed by the
Credit Parties and without limiting the obligation of the Credit Parties to do
so), ratably according to the respective amounts of their respective Commitments
(or, to the extent such Commitments have been terminated, according to the
respective outstanding principal amounts of the Loans and the L/C Obligations
and the respective obligations, whether as Issuing Lender or a Participating
Lender, under the Letter of Credit), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the payment of the Notes) be
imposed on, incurred by or asserted against the Administrative Agent, the
Syndication Agent, the Documentation Agent or any Lead Arranger in any way
relating to or arising out of the Credit Documents or any documents contemplated
by or referred to herein or the transactions contemplated hereby or any action
taken or omitted by the Administrative Agent, the Syndication Agent, the
Documentation Agent or any Lead Arranger under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's, the Syndication Agent's, the Documentation Agent's or
either of the Lead Arranger's respective gross negligence or willful misconduct.
The agreements in this subsection 10.7 shall survive the payment of the Notes
and all other amounts payable hereunder.

            10.8 The Administrative Agent, Syndication Agent and Documentation
Agent, Each in its Individual Capacity. The Administrative Agent, the
Syndication Agent, the Documentation Agent and their respective Affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with Holdings, the Company and its Subsidiaries as
<PAGE>
                                                                              86


though the Administrative Agent was not the Administrative Agent hereunder, the
Syndication Agent was not the Syndication Agent and the Documentation Agent was
not the Documentation Agent hereunder. With respect to its Loans made or renewed
by it and any Note issued to either of them, the Administrative Agent, the
Syndication Agent and the Documentation Agent shall each have the same rights
and powers, duties and liabilities under the Credit Documents as any Lender and
may exercise the same as though it were not the Administrative Agent, the
Syndication Agent and the Documentation Agent, respectively, and the terms
"Lender" and "Lenders" shall include the Administrative Agent, the Syndication
Agent and the Documentation Agent in their respective individual capacities.

            10.9 Successor Agent. The Administrative Agent may resign as
Administrative Agent upon 30 days' notice to the Lenders. If the Administrative
Agent shall resign as Administrative Agent under the Credit Documents, then the
Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders which successor agent shall, so long as no Event of Default has occurred
and is continuing, be approved by the Company, which shall not unreasonably
withhold its approval, whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent and the term
"Administrative Agent" shall mean such successor agent effective upon its
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Notes. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Section 10 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under the Credit
Documents.

            10.10 Issuing Lender as Issuer of Letters of Credit. Each Lender
which is a holder of a Revolving Commitment (collectively "Revolving Lenders")
hereby acknowledges that the provisions of this Section 10 shall apply to the
Issuing Lender, in its capacity as issuer of the Letters of Credit, in the same
manner as such provisions are expressly stated to apply to the Administrative
Agent, except that obligations to indemnify the Issuing Lender shall be ratable
among the Revolving Lenders in accordance with their respective Revolving
Commitments (or, if the Revolving Commitments have been terminated, the
outstanding principal amount of their respective Revolving Loans and L/C
Obligations and their respective participating interests in the outstanding
Letters of Credit).

            Section 11.       MISCELLANEOUS

            11.1 Amendments and Waivers. Except as otherwise expressly set forth
in this Agreement, no Credit Document nor any terms thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this subsection 11.1. With the written consent of the Required Lenders, the
Administrative Agent and the respective Credit Parties or their Subsidiaries
may, from time to time, enter into written amendments, supplements or
modifications hereto for the purpose of adding any provisions to any Credit
Document to which they are parties or changing in any manner the rights of the
Lenders or of any such Credit Party or its Subsidiaries thereunder or waiving,
on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of any such Credit Document or any Default
or Event of Default and its consequences; provided, however, that:
<PAGE>
                                                                              87


            (a) no such waiver and no such amendment, supplement or modification
shall (i) release all or substantially all of the collateral without the written
consent of all Lenders or (ii) release collateral not required or permitted by
any Credit Document to be released and which, in the aggregate with all other
collateral released pursuant to this clause (a) (ii) (other than collateral
released pursuant to the proviso to this clause (a)) during the calendar year in
which such proposed release would be effected and the immediately preceding
calendar year, has fair market value on the proposed date of release in excess
of 20% of the fair market value of all collateral on such date without the
written consent of the Supermajority Lenders; provided that, notwithstanding the
foregoing, this clause (a) shall not be applicable to and no consent shall be
required for (i) releases of collateral in connection with any Asset Sales
permitted by subsection 8.5, (ii) releases of collateral in accordance with
subsection 11.11 or (iii) upon the reincorporation of the Company or any
Subsidiary in a new jurisdiction or the creation of a new Subsidiary of the
Company, any release of collateral in connection with the transfer of such
released collateral to such reincorporated entity or new Subsidiary in
compliance with subsection 8.4, provided that the Administrative Agent, in its
sole discretion, determines that such release and transfer, together with any
grant and perfection of a new Lien therein in favor of the Administrative Agent,
will cause no material impairment of the value of the collateral taken as a
whole, after giving effect to such release and transfer;

            (b) no such waiver and no such amendment, supplement or modification
shall extend the final maturity date of any Note or the scheduled payment date
of any Loan, or reduce the rate or extend the time of payment of interest
thereon, or change the method of calculating interest thereon, or reduce any fee
payable to the Lenders hereunder, or reduce the principal amount thereof, or
change the amount of any Lender's Commitment or Commitment Percentage, or amend,
modify or waive any provision of subsection 4.9(b) or this subsection 11.1 or
reduce the percentage specified in the definition of Required Lenders or reduce
the percentage specified in the definition of Supermajority Lenders or reduce
the percentage specified in the definition of Section 4.4 Lenders or consent to
the assignment or transfer by any Credit Party of any of its rights and
obligations under any Credit Document, in each case, without the prior written
consent of each Lender directly affected thereby;

            (c) no such waiver and no such amendment, supplement or modification
affecting the then Administrative Agent or Issuing Lender shall amend, modify or
waive any provision of Section 10 without the written consent of such
Administrative Agent or Issuing Lender;

            (d) without the consent of the Lenders which are holders of the
Revolving Loans only, the Lenders which are holders of all the Term Loans may
amend this Agreement and the Term Loan Notes to extend the maturities of the
Term Loans; and without the consent of the Lenders which are holders of the Term
Loans, all the Revolving Lenders may amend this Agreement and the Revolving
Notes to extend the Revolving Termination Date; and

            (e) no such waiver, and no such amendment, supplement or
modification shall amend, modify or waive the order of application of
prepayments specified in subsection 4.4(a) or 4.4(b)(v) without the written
consent of the Section 4.4 Lenders.

            Any such waiver and any such amendment, supplement or modification
described in this subsection 11.1 shall apply equally to each of the Lenders and
shall be binding upon each
<PAGE>
                                                                              88


Credit Party and its Subsidiaries, the Lenders, the Administrative Agent and
Issuing Lender and all future holders of the Notes and the Loans. Any extension
of a Letter of Credit by the Issuing Lender shall be treated hereunder as a new
Letter of Credit. In the case of any waiver, the Credit Parties, the Lenders,
the Administrative Agent and Issuing Lender shall be restored to their former
position and rights hereunder and under the outstanding Notes, and any Default
or Event of Default waived shall be deemed to be cured and not continuing; but
no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.

            11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy or telex, if one is listed), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or three Business Days after being deposited in the mail, postage prepaid, or,
in the case of telecopy notice, when sent, confirmation of receipt received, or,
in the case of telex notice, when sent, answerback received, addressed as
follows in the case of the Company and the Administrative Agent and as set forth
in Schedule I in the case of any Lender, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Notes:

      The Company:                  CSK Auto, Inc.
                                    645 E. Missouri Avenue
                                    Suite 400
                                    Phoenix, Arizona 85012
                                    Attention:  Treasurer
                                    Telecopy:  (602) 234-1713

      With a copy to:               Gibson, Dunn & Crutcher LLP
                                    200 Park Avenue
                                    New York, New York 10166
                                    Attention: Janet Vance, Esq.
                                    Telecopy: (212) 351-4035

      The Administrative Agent:     JPMorgan Chase Bank
                                    270 Park Avenue
                                    New York, New York 10017
                                    Attention:  Neil R. Boylan
                                    Telecopy:  (212) 972-0009

      With a copy to:               JPMorgan Chase Bank Loan and Agency Services
                                    1 Chase Manhattan Plaza
                                    8th Floor
                                    New York, New York 10081
                                    Attention:  Maggie Swales
                                    Telecopy:  (212) 552-5662

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsections 3.4, 3.5, 4.1, 4.2, 4.3 and 4.4 shall not
be effective until received and
<PAGE>
                                                                              89


provided that the failure to provide the copies of notices to the Company
provided for in this subsection 11.2 shall not result in any liability to the
Administrative Agent.

            11.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

            11.4 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement, the Letters of Credit and the Notes.

            11.5 Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse each of the Administrative Agent, the Syndication Agent and the Lead
Arrangers for all its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, the Credit Documents and any other
documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of one counsel to the Administrative Agent and
the specialized due diligence fees and appraisal fees incurred in connection
with collateral reviews, (b) to pay or reimburse the Administrative Agent, the
Syndication Agent and each Lender for all their costs and expenses incurred in
connection with, and to pay, indemnify, and hold each of them harmless from and
against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever arising out of or in connection with, the enforcement or
preservation of any rights under any Credit Document and any such other
documents, including, without limitation, reasonable fees and disbursements of
counsel to the Administrative Agent, the Syndication Agent and each Lender
incurred in connection with the foregoing and in connection with advising each
of them with respect to its rights and responsibilities under this Agreement and
the documentation relating thereto, (c) to pay, indemnify, and to hold the
Administrative Agent, the Syndication Agent and each Lender harmless from, any
and all recording and filing fees and any and all liabilities with respect to,
or resulting from any delay in paying, stamp, excise and other similar taxes
(other than withholding taxes), if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation of any
of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, any Credit
Document and any such other documents, and (d) to pay, indemnify and hold the
Administrative Agent, the Syndication Agent, each Lead Arranger and each Lender
and their respective Affiliates, officers, directors, trustees, employees or
agents harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (including, without limitation,
reasonable fees and disbursements of counsel) which may be incurred by or
asserted against the Administrative Agent, the Syndication Agent, such Lead
Arranger, such Lender or such Affiliates, officers, directors, trustees,
employees, and agents (x)
<PAGE>
                                                                              90


arising out of or in connection with any investigation, litigation or proceeding
related to this Agreement, the other Credit Documents, the proceeds of the Loans
or the Permanent Subordinated Debt and the transactions contemplated by or in
respect of such use of proceeds, or any of the other transactions contemplated
hereby, whether or not the Company, the Administrative Agent, the Syndication
Agent, any Lead Arranger or any of the Lenders or such Affiliates, officers or
directors is a party thereto, including, without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law applicable to the operations of the Company, any of its
Subsidiaries or any of the facilities and properties owned, leased or operated
by the Company or any of its Subsidiaries, or (y) without limiting the
generality of the foregoing, by reason of or in connection with the execution
and delivery or transfer of, or payment or failure to make payments under,
Letters of Credit (it being agreed that nothing in this subsection 11.5(d)(y) is
intended to limit the Company's obligations pursuant to subsection 3.8) (all the
foregoing, collectively, the "indemnified liabilities"), provided that the
Company shall have no obligation hereunder with respect to indemnified
liabilities of the Administrative Agent, the Syndication Agent, any Lead
Arranger or any Lender or any of their respective Affiliates, officers and
directors arising from (i) the gross negligence or willful misconduct of the
Administrative Agent, the Syndication Agent, such Lead Arranger or such Lender
or their respective directors or officers or (ii) legal proceedings commenced
against the Administrative Agent, the Syndication Agent, any Lead Arranger or
any Lender by any security holder or creditor thereof arising out of and based
upon rights afforded any such security holder or creditor solely in its capacity
as such or (iii) legal proceedings commenced against the Administrative Agent,
the Syndication Agent, any Lead Arranger or any such Lender by any Transferee
(as defined in subsection 11.6(f)). The agreements in this subsection 11.5 shall
survive repayment of the Loans and all other amounts payable hereunder.

            11.6 Successors and Assigns; Participations and Assignments. (a)
This Agreement shall be binding upon and inure to the benefit of the Company,
the Lenders and the Agents, all future holders of the Notes and the Loans, and
their respective successors and assigns, except that the Company may not assign
or transfer any of its rights or obligations under this Agreement without the
prior written consent of each Lender.

            (b) Any Lender other than any Conduit Lender may, in the ordinary
course of its commercial banking or lending business and in accordance with
applicable law, at any time sell to one or more banks or other entities
("Participants") participating interests in any Loan owing to such Lender, any
participating interest in the Letters of Credit of such Lender, any Note held by
such Lender, any Commitment of such Lender or any other interest of such Lender
hereunder. In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under this Agreement and the other
Credit Documents to the other parties to this Agreement shall remain unchanged,
such Lender shall remain solely responsible for the performance thereof, such
Lender shall remain the holder of any such Note for all purposes under this
Agreement and Holdings, the Company and the Administrative Agent shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Credit Documents. The
Company agrees that if amounts outstanding under this Agreement and the Notes
are due and unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of setoff in respect of its participating interest in
amounts owing under this Agreement and any Note to the same extent as if the
amount of its
<PAGE>
                                                                              91


participating interest were owing directly to it as a Lender under this
Agreement or any Note; provided, that such right of setoff shall be subject to
the obligation of such Participant to share with the Lenders, and the Lenders
agree to share with such Participant, as provided in subsection 11.7. The
Company also agrees that each Participant shall be entitled to the benefits of
subsections 3.10, 4.11 and 4.12 with respect to its participation in the Letters
of Credit and in the Commitments and the Loans outstanding from time to time as
if it were a Lender; provided, that no Participant shall be entitled to receive
any greater amount pursuant to any such subsection than the transferor Lender
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred. Each Lender agrees that the participation agreement
pursuant to which any Participant acquires its participating interest (or any
other document) may afford voting rights to such Participant, or any right to
instruct such Lender with respect to voting hereunder, only with respect to
matters requiring the consent of either all of the Lenders hereunder or all of
the Lenders holding the relevant Term Loans or Revolving Commitments subject to
such participation.

            (c) Subject to paragraph (g) of this subsection 11.6, any Lender
other than any Conduit Lender may, in the ordinary course of its commercial
banking, lending or other business and in accordance with applicable law, (i) at
any time and from time to time assign all or any part of its rights and
obligations under this Agreement and the Notes to any Lender or any Affiliate
thereof and (ii) with the consent of the Company and the Administrative Agent
(which in each case shall not be unreasonably withheld or delayed) at any time
and from time to time assign to one or more additional banks, mutual funds or
financial institutions or entities (each, an "Assignee"), all or any part of its
rights and obligations under this Agreement and the Notes, pursuant to an
Assignment and Acceptance, executed by such Assignee, such transferor Lender
(and, in the case of an Assignee that is not then a Lender or an Affiliate
thereof, by the Company and the Administrative Agent), and delivered to the
Administrative Agent for its acceptance and recording in the Register (as
defined below); provided that, unless otherwise consented to by the Company and
the Administrative Agent, (A) each such sale pursuant to clause (ii) of this
subsection 11.6(c), for (i) Term Loans, shall be $2,000,000, and, after giving
effect thereto, the assigning Lender shall have Term Loan Commitments and Term
Loans aggregating at least $2,000,000 and (ii) Revolving Loans shall be
$5,000,000, and, after giving effect thereto, the assigning Lender shall have
Revolving Commitments and Revolving Loans aggregating at least $5,000,000, in
each case unless the assigning Lender is transferring all of its rights and
obligations. Upon such execution, delivery, acceptance and recording, from and
after the effective date determined pursuant to such Assignment and Acceptance,
(x) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment, if any, as set forth therein, and (y) the assigning
Lender thereunder shall, to the extent of the interest transferred, as reflected
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of a Assignment and Acceptance covering all or the
remaining portion of a transferor Lender's rights and obligations under this
Agreement, such transferor Lender shall cease to be a party hereto, except that
it shall remain entitled to the benefit of all indemnities and other provisions
stated to survive the termination hereof). Notwithstanding the foregoing, any
Conduit Lender may assign at any time to its designating Lender hereunder
without the consent of the Company or the Administrative Agent any or all of
<PAGE>
                                                                              92


the Loans it may have funded hereunder and pursuant to its designation agreement
and without regard to the limitations set forth in the first sentence of this
Section 11.6(c).

            (d) The Administrative Agent, which for purposes of this subsection
11.6(d) only shall be deemed the agent of the Company, shall maintain at the
address of the Administrative Agent referred to in subsection 11.2 a copy of
each Assignment and Acceptance delivered to it and a register (the "Register")
for the recordation of the names and addresses of the Lenders and the
Commitments of, and principal amounts of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Company, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register as the owner of a Loan
or other obligation hereunder as the owner thereof for all purposes of this
Agreement and the other Credit Documents, notwithstanding any notice to the
contrary. Any assignment of any Loan or other obligation hereunder shall be
effective only upon appropriate entries with respect thereto being made in the
Register. The Register shall be available for inspection by the Company or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, by the Company and the Administrative
Agent), together with payment to the Administrative Agent of a registration and
processing fee of $4,000 if the Assignee is not a Lender prior to the execution
of such supplement and $1,000 otherwise, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Lenders and
the Company. On or prior to such effective date, the Company at its own expense,
shall execute and deliver to the Administrative Agent (in exchange for any or
all of the Term Loan Notes, or Revolving Notes of the assigning Lender, if any )
new Term Loan Notes, or Revolving Notes, as the case may be, to the order of
such Assignee (if requested by such Assignee) in an amount equal to the
Revolving Commitment or the Term Loans, as the case may be, assumed by it
pursuant to such Assignment and Acceptance and, if the assigning Lender has
retained a Commitment or any Term Loans hereunder, new Term Loan Notes, or
Revolving Notes, as the case may be, to the order of the assigning Lender in an
amount equal to the Commitment or such Term Loans, as the case may be, retained
by it hereunder (if requested). Such new Notes shall be dated the Closing Date
and shall otherwise be in the form of the Notes replaced thereby.

            (f) The Lenders agree that they will use reasonable efforts to
protect the confidentiality of any confidential information concerning Holdings,
the Company and its Subsidiaries and Affiliates. Notwithstanding the foregoing,
the Company authorizes each Lender to disclose to any Participant or Assignee
(each, a "Transferee") and any prospective Transferee or to any Person who is
required to approve, structure or administer the Loans on behalf of a Lender any
and all information in such Lender's possession concerning Holdings, the Company
and its Subsidiaries which has been delivered to such Lender by or on behalf of
Holdings or the Company pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of Holdings, or the Company in connection with
such Lender's credit evaluation of Holdings, the Company and its Subsidiaries
and Affiliates prior to becoming a party to this Agreement; provided that each
Lender shall cause its respective prospective
<PAGE>
                                                                              93


Transferees and such other Persons to agree in writing to protect the
confidentiality of any confidential information concerning Holdings, the Company
and its Subsidiaries.

            (g) If, pursuant to this subsection 11.6, any interest in this
Agreement or any Note is transferred to any Transferee which is organized under
the laws of any jurisdiction other than the United States or any State thereof,
the transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer either (1) in the case of a Transferee that is a
"bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) to represent
to the transferor Lender (for the benefit of the transferor Lender, the
Administrative Agent and the Company) that under applicable law and treaties no
taxes will be required to be withheld by the Administrative Agent, the Company
or the transferor Lender with respect to any payments to be made to such
Transferee in respect of the Loans or L/C Participating Interests, (ii) to
furnish to the transferor Lender (and, in the case of any Transferee registered
in the Register, the Administrative Agent and the Company) either U.S. Internal
Revenue Service Form W-8BEN or U.S. Internal Revenue Service Form W-8ECI
(wherein such Transferee claims entitlement to complete exemption from U.S.
federal withholding tax on all interest payments hereunder) and (iii) to agree
(for the benefit of the transferor Lender, the Administrative Agent and the
Company) to provide the transferor Lender (and, in the case of any Transferee
registered in the Register, the Administrative Agent and the Company) a new Form
W-8BEN or Form W-8ECI upon the expiration or obsolescence of any previously
delivered form and comparable statements in accordance with applicable U.S. laws
and regulations and amendments duly executed and completed by such Transferee,
and to comply from time to time with all applicable U.S. laws and regulations
with regard to such withholding tax exemption or (2) in the case of any
Transferee that is not a "bank" within the meaning of Section 881(c)(3)(A) of
the Code, (i) to represent to the transferor Lender (for the benefit of the
transferor Lender, the Administrative Agent and the Company) that it is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code, (ii) to furnish
to the transferor Lender (and, in the case of any Transferee registered in the
Register, to the Company), with a copy to the Administrative Agent, (A) a
Subsection 4.11(d)(2) Certificate and (B) two (2) accurate and complete original
signed copies of Internal Revenue Service form W-8BEN, certifying to such
Transferee's legal entitlement on the date of the effectiveness of such transfer
to an exemption from U.S. withholding tax under the provisions of Section 881(c)
of the Code with respect to all payments to be made under this Agreement, and
(iii) to agree (for the benefit of the transferor Lender, the Administrative
Agent and the Company), to the extent legally entitled to do so, upon reasonable
request by the transferor Lender (or, in the case of any Transferee registered
in the Register, the Administrative Agent or the Company), to provide to the
transferor Lender, the Administrative Agent and the Company such other forms as
may be required in order to establish the legal entitlement of such Transferee
to an exemption from withholding tax with respect to payments under this
Agreement.

            (h) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

            (i) Each of Holdings, the Company, each Lender and the Agents hereby
confirms that it will not institute against a Conduit Lender that has been
identified to the Company in
<PAGE>
                                                                              94


writing by such Conduit Lender in connection with the Credit Documents or join
any other Person in instituting against a Conduit Lender in connection with the
Credit Documents any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any state bankruptcy or similar law, for one year
and one day after the payment in full of the latest maturing commercial paper
note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.

            11.7 Adjustments; Set-off. (a) If any Lender (a "benefitted Lender")
shall at any time receive any payment of all or part of any of its Loans or L/C
Participating Interests, as the case may be, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in clause (f) of
Section 9, or otherwise) in a greater proportion than any such payment to and
collateral received by any other Lender, if any, in respect of such other
Lender's Loans or L/C Participating Interests, as the case may be, or interest
thereon, such benefitted Lender shall purchase for cash from the other Lenders
such portion of each such other Lender's Loans or L/C Participating Interests,
as the case may be, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefitted Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest. The
Company agrees that each Lender so purchasing a portion of another Lender's
Loans and/or L/C Participating Interests may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such portion. The
Administrative Agent shall promptly give the Company notice of any set-off,
provided that the failure to give such notice shall not affect the validity of
such set-off.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Company,
any such notice being expressly waived by the Company to the extent permitted by
applicable law, upon the filing of a petition under any of the provisions of the
federal bankruptcy code or amendments thereto, by or against; the making of an
assignment for the benefit of creditors by; the application for the appointment,
or the appointment, of any receiver of, or of any substantial portion of the
property of; the issuance of any execution against any substantial portion of
the property of; the issuance of a subpoena or order, in supplementary
proceedings, against or with respect to any substantial portion of the property
of; or the issuance of a warrant of attachment against any substantial portion
of the property of; the Company to set-off and apply against any indebtedness,
whether matured or unmatured, of the Company to such Lender, any amount owing
from such Lender to the Company, at or at any time after, the happening of any
of the above mentioned events, and as security for such indebtedness, the
Company hereby grants to each Lender a continuing security interest in any and
all deposits, accounts or moneys of the Company then or thereafter maintained
with such Lender, subject in each case to subsection 11.7(a) of this Agreement.
The aforesaid right of set-off may be exercised by such Lender against the
Company or against any trustee in bankruptcy, debtor in possession, assignee for
the benefit of creditors, receiver or execution, judgment or attachment creditor
of the Company, or against anyone else claiming
<PAGE>
                                                                              95


through or against the Company or such trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver, or execution,
judgment or attachment creditor, notwithstanding the fact that such right of
set-off shall not have been exercised by such Lender prior to the making, filing
or issuance, or service upon such Lender of, or of notice of, any such petition;
assignment for the benefit of creditors; appointment or application for the
appointment of a receiver; or issuance of execution, subpoena, order or warrant.
Each Lender agrees promptly to notify the Company and the Administrative Agent
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

            11.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent. This Agreement
shall become effective with respect to the Company, the Administrative Agent and
the Lenders when the Administrative Agent shall have received copies of this
Agreement executed by the Company and the Lenders, or, in the case of any
Lender, shall have received telephonic confirmation from such Lender stating
that such Lender has executed counterparts of this Agreement or the signature
pages hereto and sent the same to the Administrative Agent.

            11.9 Governing Law; No Third Party Rights. This Agreement and the
Notes and the rights and obligations of the parties under this Agreement and the
Notes shall be governed by, and construed and interpreted in accordance with,
the law of the State of New York. This Agreement is solely for the benefit of
the parties hereto and their respective successors and assigns, and, except as
set forth in subsection 11.6, no other Persons shall have any right, benefit,
priority or interest under, or because of the existence of, this Agreement.

            11.10       Submission to Jurisdiction; Waivers.  (a)  Each party
to this Agreement hereby irrevocably and unconditionally:

            (i) submits for itself and its property in any legal action or
      proceeding relating to this Agreement or any of the other Credit
      Documents, or for recognition and enforcement of any judgment in respect
      thereof, to the non-exclusive general jurisdiction of the courts of the
      State of New York, the courts of the United States of America for the
      Southern District of New York, and appellate courts from any thereof;

            (ii) consents that any such action or proceeding may be brought in
      such courts, and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (iii) agrees that service of process in any such action or
      proceeding may be effected by mailing a copy thereof by registered or
      certified mail (or any substantially similar form of mail), postage
      prepaid, to such party at its address set forth in subsection 11.2 or at
      such other address of which the Administrative Agent shall have been
      notified pursuant thereto; and
<PAGE>
                                                                              96


            (iv) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction.

            (b) Each party hereto unconditionally waives trial by jury in any
legal action or proceeding referred to in paragraph (a) above and any
counterclaim therein.

            11.11 Releases. The Administrative Agent and the Lenders agree to
cooperate with the Company and its Subsidiaries with respect to any sale or
other disposition permitted by subsection 8.5 or Liens permitted by subsection
8.2 or other transaction expressly permitted hereby and promptly take such
action and execute and deliver such instruments and documents necessary to
release or subordinate the liens and security interests created by the Security
Documents relating to any of the assets or property affected by any such sale
permitted by subsection 8.5 or Liens permitted by subsection 8.2 or other
transaction expressly permitted hereby including, without limitation, any
Uniform Commercial Code amendment, release or termination or partial release or
termination statements.

            11.12 Interest. Each provision in this Agreement and each other
Credit Document is expressly limited so that in no event whatsoever shall the
amount paid, or otherwise agreed to be paid, by the Company for the use,
forbearance or detention of the money to be loaned under this Agreement or any
other Credit Document or otherwise (including any sums paid as required by any
covenant or obligation contained herein or in any other Credit Document which is
for the use, forbearance or detention of such money), exceed that amount of
money which would cause the effective rate of interest to exceed the highest
lawful rate permitted by applicable law (the "Highest Lawful Rate"), and all
amounts owed under this Agreement and each other Credit Document shall be held
to be subject to reduction to the effect that such amounts so paid or agreed to
be paid which are for the use, forbearance or detention of money under this
Agreement or such Credit Document shall in no event exceed that amount of money
which would cause the effective rate of interest to exceed the Highest Lawful
Rate. Notwithstanding any provision in this Agreement or any other Credit
Document to the contrary, if the maturity of the Loans or the obligations in
respect of the other Credit Documents are accelerated for any reason, or in the
event of any prepayment of all or any portion of the Loans or the obligations in
respect of the other Credit Documents by the Company or in any other event,
earned interest on the Loans and such other obligations of the Company may never
exceed the Highest Lawful Rate, and any unearned interest otherwise payable on
the Loans or the obligations in respect of the other Credit Documents that is in
excess of the Highest Lawful Rate shall be canceled automatically as of the date
of such acceleration or prepayment or other such event and (if theretofore paid)
shall, at the option of the holder of the Loans or such other obligations, be
either refunded to the Company or credited on the principal of the Loans. In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the Highest Lawful Rate, the Company and the Lenders shall,
to the maximum extent permitted by applicable law, amortize, prorate, allocate
and spread, in equal parts during the period of the actual term of this
Agreement, all interest at any time contracted for, charged, received or
reserved in connection with this Agreement.

            11.13 Special Indemnification. Notwithstanding any provision in this
Agreement to the contrary, (A) each Lender, or Transferee of any Lender pursuant
to subsection 11.6(g) of this Agreement, shall indemnify the Company and the
Agents, and hold each of them harmless
<PAGE>
                                                                              97


against any and all payments, expenses or taxes which the Company or the Agents
may become subject to or obligated to pay if and to the extent that, (i) on the
Closing Date or the effective date of transfer, as the case may be, such Lender,
or such Transferee of a Lender pursuant to subsection 11.6(g) of this Agreement,
(a) makes the representation and covenants set forth in subsection 4.11(d)(2) of
this Agreement, or, in the case of a Transferee, pursuant to subsection
11.6(g)(2) of this Agreement and the Assignment and Acceptance and (b) is not in
fact also qualified to make the representation and covenants set forth in
subsection 4.11(d)(1) of this Agreement or, in the case of a Transferee,
pursuant to subsection 11.6(g)(1) of this Agreement and the Assignment and
Acceptance and (ii) as a result of any Change in Law or compliance by such
Lender, or Transferee, with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority the Company
or the Agents are required to make any additional payments on account of U.S.
withholding taxes and amounts related thereto with respect to any payments under
this Agreement, any Note, or a Eurodollar Loan, made prior to such Change in Law
or request or directive, none of which payments would have been required if such
Lender, or Transferee, was qualified on the Closing Date or the date of the
transfer, as the case may be, to make the representation and covenants set forth
in subsection 4.11(d)(1) of this Agreement or pursuant to subsection 11.6(g)(1)
of this Agreement and the Assignment and Acceptance, as the case may be, and (B)
each Lender, or Transferee, agrees that to the extent any amount payable by such
Lender or Transferee pursuant to this subsection 11.13 remains unpaid on any
Interest Payment Date or the date on which any prepayment is made, the Company
shall have the right to set-off against any payment due to such Lender or
Transferee on such date any amounts owing to the Company pursuant to this
subsection 11.13.

            11.14 Permitted Payments and Transactions. Notwithstanding any
provision to the contrary contained in this Agreement, the Company and its
Subsidiaries shall be permitted to pay fees and expenses pursuant to or in
respect of, the following agreements, and, in the case of clauses (a) and (c)
below, to engage in the following transactions: (a) agreements with any Person
or Persons providing for the payment of customary fees in connection with
serving as a director of the Company or any Subsidiary of the Company; (b)
agreements providing for the payment of commercially reasonable fees in
connection with any permitted financing, refinancing, sale, transfer, sale and
leaseback or other permitted disposition of any stock or assets of the Company
or its Subsidiaries; (c) the borrowing of any Indebtedness to the extent, and
upon the terms and conditions, the same is expressly permitted under subsection
8.1; and (d) agreements providing for commercially reasonable fees in connection
with any permitted purchase or acquisition of assets by the Company or any of
its Subsidiaries.

                      [Balance of Page Intentionally Blank]
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.

                                    CSK AUTO, INC.

                                    By:________________________________
                                       Name:
                                       Title:


                                    JPMORGAN CHASE BANK,
                                      as Administrative Agent, Issuing Lender
                                      and a Lender


                                    By:________________________________
                                       Name:
                                       Title:
<PAGE>
                                    CREDIT SUISSE FIRST BOSTON,
                                      as Documentation Agent


                                    By:________________________________
                                       Name:
                                       Title:
<PAGE>
                                    UBS AG, STAMFORD BRANCH,
                                      as Syndication Agent and a Lender


                                    By:________________________________
                                       Name:
                                       Title:
<PAGE>
                              [ADDITIONAL LENDERS]
<PAGE>
                                                                         Annex A

                                  PRICING GRID

<TABLE>
<CAPTION>
                            Revolving and Term Loans
                            ------------------------
           Leverage Ratio     Alternate    Eurodollar
                              Base Rate       Rate
                               Loans         Loans
                               -----         -----
<S>                           <C>          <C>
           Greater than
          or equal to 3.50
               to 1             2.50%         3.50%
           Greater than
          or equal to 3.00
               to 1             2.25%         3.25%
           Less than 3.00
               to 1             2.00%         3.00%
</TABLE>

            Changes in the Applicable Margin resulting from changes in the
Consolidated Leverage Ratio shall become effective on the date (the "Adjustment
Date") on which financial statements are delivered to the Lenders (which date
shall not be prior to the date of the delivery of financial statements for the
second quarter of fiscal year 2002) pursuant to subsection 7.1(a) or (b) (but in
any event not later than the 50th day after the end of each of the first three
quarterly periods of each fiscal year or the 95th day after the end of each
fiscal year, as the case may be) and (b) and shall remain in effect until the
next change to be effected pursuant to this paragraph. If any financial
statements referred to above are not delivered within the time periods specified
in subsection 7.1, then, until such financial statements are delivered, the
Leverage Ratio shall be deemed to be the same as with respect to the immediately
preceding period; provided, however, that if such financial statements, when
actually delivered, would have required an increase in the Applicable Margin
over the Applicable Margin, in effect immediately prior to the date such
financial statements were due, the Company shall promptly pay to the Lenders and
the Administrative Agent any additional amounts of interest or fees which would
have been payable on any previous Interest Payment Date had such higher
Applicable Margin, been in effect from the date such financial statements were
required to be delivered.
<PAGE>
                                                                      Schedule I

       List of Addresses for Notices; Lending Offices; Commitment Amounts
<PAGE>
                                                                 Schedule 3.5(c)


                                Letters of Credit
<PAGE>
                                                                   Schedule 5.12


                                  Subsidiaries
<PAGE>
                                                                   Schedule 5.13


                            Fee and Leased Properties
<PAGE>
                                                                Schedule 5.15(a)


                               UCC Filing Offices
<PAGE>
                                                                   Schedule 5.16


                            Trademarks and Copyrights
<PAGE>
                                                                 Schedule 8.1(a)


                       Indebtedness to Remain Outstanding
<PAGE>
                                                                    Schedule 8.2


                                 Existing Liens
<PAGE>
                                                                 Schedule 8.3(d)



                         Existing Contingent Obligations







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>p66059ex99-3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<PAGE>
                                  EXHIBIT 99.3




                                 CSK AUTO, INC.

                                   (as Issuer)


                              CSK AUTO CORPORATION
                      AUTOMOTIVE INFORMATION SYSTEMS, INC.
                                CSKAUTO.COM, INC.


                               (each a Guarantor)


                            12% SENIOR NOTES DUE 2006



                                    INDENTURE


                          DATED AS OF DECEMBER 21, 2001



                              THE BANK OF NEW YORK

                                  (as Trustee)
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE...............................................            1
         SECTION 1.1       DEFINITIONS.............................................................            1
         SECTION 1.2       OTHER DEFINITIONS.......................................................           27
         SECTION 1.3       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.......................           28
         SECTION 1.4       RULES OF CONSTRUCTION...................................................           28

ARTICLE II THE NOTES...............................................................................           29
         SECTION 2.1       FORM AND DATING.........................................................           29
         SECTION 2.2       EXECUTION AND AUTHENTICATION............................................           30
         SECTION 2.3       REGISTRAR, PAYING AGENT AND DEPOSITARY..................................           30
         SECTION 2.4       PAYING AGENT TO HOLD MONEY IN TRUST.....................................           30
         SECTION 2.5       HOLDER LISTS............................................................           31
         SECTION 2.6       TRANSFER AND EXCHANGE...................................................           31
         SECTION 2.7       REPLACEMENT NOTES.......................................................           45
         SECTION 2.8       OUTSTANDING NOTES.......................................................           45
         SECTION 2.9       TREASURY NOTES..........................................................           46
         SECTION 2.10      TEMPORARY NOTES.........................................................           46
         SECTION 2.11      CANCELLATION............................................................           46
         SECTION 2.12      DEFAULTED INTEREST......................................................           46
         SECTION 2.13      CUSIP NUMBERS...........................................................           48
         SECTION 2.14      ISSUANCE OF ADDITIONAL NOTES............................................           48

ARTICLE III REDEMPTION.............................................................................           48
         SECTION 3.1       NOTICES TO TRUSTEE......................................................           48
         SECTION 3.2       SELECTION OF NOTES TO BE REDEEMED.......................................           48
         SECTION 3.3       NOTICE OF REDEMPTION....................................................           49
         SECTION 3.4       EFFECT OF NOTICE OF REDEMPTION..........................................           50
         SECTION 3.5       DEPOSIT OF REDEMPTION PRICE.............................................           50
         SECTION 3.6       NOTES REDEEMED IN PART..................................................           50
         SECTION 3.7       OPTIONAL REDEMPTION.....................................................           50
         SECTION 3.8       NO MANDATORY REDEMPTION.................................................           51

ARTICLE IV COVENANTS...............................................................................           51
         SECTION 4.1       PAYMENT OF NOTES........................................................           51
         SECTION 4.2       MAINTENANCE OF OFFICE OR AGENCY.........................................           52
         SECTION 4.3       SEC REPORTS AND REPORTS TO HOLDERS......................................           52
         SECTION 4.4       COMPLIANCE CERTIFICATE..................................................           53
         SECTION 4.5       TAXES...................................................................           53
         SECTION 4.6       STAY, EXTENSION AND USURY LAWS..........................................           54
         SECTION 4.7       LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED
                           CAPITAL STOCK ..........................................................           54
         SECTION 4.8       LIMITATION ON LIENS.....................................................           56
         SECTION 4.9       LIMITATION ON RESTRICTED PAYMENTS.......................................           56
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                                                         <C>
         SECTION 4.10      LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
                           SUBSIDIARIES ...........................................................           58
         SECTION 4.11      LIMITATION ON LINES OF BUSINESS ........................................           59
         SECTION 4.12      LIMITATION ON TRANSACTIONS WITH AFFILIATES..............................           59
         SECTION 4.13      LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK.......................           60
         SECTION 4.14      REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL           63
         SECTION 4.15      SUBSIDIARY GUARANTORS...................................................           64
         SECTION 4.16      LIMITATION ON STATUS AS INVESTMENT COMPANY..............................           65
         SECTION 4.17      MAINTENANCE OF PROPERTIES...............................................           65
         SECTION 4.18      CORPORATE EXISTENCE.....................................................           65
         SECTION 4.19      CALCULATION OF ORIGINAL ISSUE DISCOUNT..................................           65

ARTICLE V SUCCESSORS...............................................................................           66
         SECTION 5.1       MERGER, CONSOLIDATION OR SALE OF ASSETS.................................           66
         SECTION 5.2       SUCCESSOR CORPORATION SUBSTITUTED.......................................           67

ARTICLE VI DEFAULTS AND REMEDIES...................................................................           67
         SECTION 6.1       EVENTS OF DEFAULT.......................................................           67
         SECTION 6.2       ACCELERATION............................................................           69
         SECTION 6.3       OTHER REMEDIES..........................................................           70
         SECTION 6.4       WAIVER OF PAST DEFAULTS.................................................           70
         SECTION 6.5       CONTROL BY MAJORITY.....................................................           71
         SECTION 6.6       LIMITATION ON SUITS ....................................................           71
         SECTION 6.7       RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT...........................           72
         SECTION 6.8       COLLECTION SUIT BY TRUSTEE..............................................           72
         SECTION 6.9       TRUSTEE MAY FILE PROOFS OF CLAIM........................................           72
         SECTION 6.10      PRIORITIES..............................................................           73
         SECTION 6.11      UNDERTAKING FOR COSTS...................................................           73

ARTICLE VII TRUSTEE................................................................................           73
         SECTION 7.1       DUTIES OF TRUSTEE ......................................................           73
         SECTION 7.2       RIGHTS OF TRUSTEE.......................................................           75
         SECTION 7.3       INDIVIDUAL RIGHTS OF TRUSTEE ...........................................           76
         SECTION 7.4       TRUSTEE'S DISCLAIMER ...................................................           76
         SECTION 7.5       NOTICE OF DEFAULTS......................................................           76
         SECTION 7.6       REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES..............................           77
         SECTION 7.7       COMPENSATION AND INDEMNITY..............................................           77
         SECTION 7.8       REPLACEMENT OF TRUSTEE..................................................           78
         SECTION 7.9       SUCCESSOR TRUSTEE BY MERGER, ETC........................................           79
         SECTION 7.10      ELIGIBILITY; DISQUALIFICATION...........................................           79
         SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.......................           79

ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................................           80
         SECTION 8.1       OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE ...............           80
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                                         <C>
         SECTION 8.2       LEGAL DEFEASANCE AND DISCHARGE .........................................           80
         SECTION 8.3       COVENANT DEFEASANCE.....................................................           80
         SECTION 8.4       CONDITIONS TO LEGAL OR COVENANT DEFEASANCE..............................           81
         SECTION 8.5       DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                           MISCELLANEOUS PROVISIONS................................................           82
         SECTION 8.6       REPAYMENT TO COMPANY....................................................           83
         SECTION 8.7       REINSTATEMENT...........................................................           83

ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER........................................................           84
         SECTION 9.1       WITHOUT CONSENT OF HOLDERS OF NOTES.....................................           84
         SECTION 9.2       WITH CONSENT OF HOLDERS OF NOTES........................................           85
         SECTION 9.3       COMPLIANCE WITH TRUST INDENTURE ACT.....................................           86
         SECTION 9.4       REVOCATION AND EFFECT OF CONSENTS.......................................           87
         SECTION 9.5       NOTATION ON OR EXCHANGE OF NOTES........................................           87
         SECTION 9.6       TRUSTEE TO SIGN AMENDMENTS, ETC.........................................           87

ARTICLE X GUARANTEES...............................................................................           88
         SECTION 10.1      GUARANTEES..............................................................           88
         SECTION 10.2      EXECUTION AND DELIVERY OF GUARANTEES....................................           89
         SECTION 10.3      GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS......................           90
         SECTION 10.4      RELEASE OF GUARANTORS...................................................           91
         SECTION 10.5      LIMITATION OF GUARANTOR'S LIABILITY; CERTAIN BANKRUPTCY EVENTS .........           91
         SECTION 10.6      APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE GUARANTORS...........           92

ARTICLE XI MISCELLANEOUS...........................................................................           92
         SECTION 11.1      TRUST INDENTURE ACT CONTROLS............................................           92
         SECTION 11.2      NOTICES.................................................................           93
         SECTION 11.3      COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES ..........           94
         SECTION 11.4      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT......................           94
         SECTION 11.5      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION...........................           94
         SECTION 11.6      RULES BY TRUSTEE AND AGENTS ............................................           95
         SECTION 11.7      NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS           95
         SECTION 11.8      GOVERNING LAW ..........................................................           95
         SECTION 11.9      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS ..........................           95
         SECTION 11.10     SUCCESSORS .............................................................           95
         SECTION 11.11     SEVERABILITY............................................................           96
         SECTION 11.12     COUNTERPART ORIGINALS...................................................           96
         SECTION 11.13     TABLE OF CONTENTS, HEADINGS, ETC........................................           96

EXHIBIT A [FORM OF NOTE]...........................................................................          A-1

EXHIBIT B FORM OF CERTIFICATE OF TRANSFER..........................................................          B-1
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>                                                                                                         <C>
EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE..........................................................          C-1

EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR.....................          D-1

EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS..................          E-1
</TABLE>




                                       iv
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA SECTION                                                    INDENTURE SECTION
-----------                                                    -----------------
<S>                                                            <C>
310(a)(1)............................................                       7.10
   (a)(2)............................................                       7.10
   (a)(3)............................................                       N.A.
   (a)(4)............................................                       N.A.
   (a)(5)............................................                  7.8; 7.10
   (b)...............................................            7.8; 7.10; 11.2
   (c)...............................................                       N.A.
311(a)...............................................                       7.11
   (b)...............................................                       7.11
   (c)...............................................                       N.A.
312(a)...............................................                        2.5
   (b)...............................................                       11.3
   (c)...............................................                       11.3
313(a)...............................................                        7.6
   (b)(1)............................................                       N.A.
   (b)(2)............................................                        7.6
   (c)...............................................                  7.6; 11.2
   (d)...............................................                        7.6
314(a)...............................................             4.3; 4.4; 11.2
   (b)...............................................                       N.A.
   (c)(1)............................................                       11.4
   (c)(2)............................................                       11.4
   (c)(3)............................................                       N.A.
   (d)...............................................                       N.A.
   (e)...............................................                       11.5
   (f)...............................................                       N.A.
315(a)...............................................                     7.1(b)
   (b)...............................................                  7.5; 11.2
   (c)...............................................                     7.1(a)
   (d)...............................................                     7.1(c)
   (e)...............................................                       6.11
316(a)(last sentence)................................                        2.9
   (a)(1)(A).........................................                        6.5
   (a)(1)(B).........................................                        6.4
   (a)(2)............................................                       N.A.
   (b)...............................................                        6.7
   (c)...............................................                        6.4
317(a)(1)............................................                        6.8
   (a)(2)............................................                        6.9
   (b)...............................................                        2.4
318(a)...............................................                       11.1
   (c)...............................................                       11.1
</TABLE>

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

N.A. means not applicable

*This Cross-Reference table shall not, for any purpose, be deemed to be part of
this Indenture.


                                       v
<PAGE>
                  INDENTURE, dated as of December 21, 2001, among CSK Auto,
Inc., an Arizona corporation (the "Company"), the Guarantors (as defined), and
The Bank of New York, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the 12 % Senior Notes due
2006 (the "Series A Notes") and the 12% Series B Senior Notes due 2006 (the
"Series B Notes" and, together with the Series A Notes, the "Notes"):


                                    ARTICLE I
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE


SECTION I.1       DEFINITIONS

                  "144A Global Note" means one or more Global Notes bearing the
Private Placement Legend, that shall be issued in an aggregate amount of
denominations equal in total to the outstanding principal amount of the Notes
sold in reliance on Rule 144A.

                  "Accrued Bankruptcy Interest" means, with respect to any
Indebtedness, all interest accruing thereon after the filing of a petition by or
against the Company or any of its Subsidiaries or any parent under any
Bankruptcy Law, in accordance with and at the rate (including any rate
applicable upon any default or event of default, to the extent lawful) specified
in the documents evidencing or governing such Indebtedness, whether or not the
claim for such interest is allowed as a claim after such filing in any
proceeding under such Bankruptcy Law.

                  "Acquired Indebtedness" means (i) Indebtedness (including
Disqualified Capital Stock) of any Person existing at the time such Person
becomes a Subsidiary of the Company, including by designation, or is merged or
consolidated into or with the Company or one of its Subsidiaries.

                  "Acquisition" means the purchase or other acquisition of any
Person or all or substantially all the assets of any Person by any other Person,
whether by purchase, merger, consolidation, or other transfer, and whether or
not for consideration.

                  "Additional Assets" means (i) any property or assets to be
used by the Company or a Subsidiary in a Related Business, (ii) the Capital
Stock of a Person that becomes a Subsidiary as a result of the acquisition of
such Capital Stock by the Company or another Subsidiary or (iii) Capital Stock
constituting a minority of interest in any Person that at such time is a
Subsidiary; provided that, in the case of clauses (ii) and (iii), such
Subsidiary is engaged in a Related Business.




                                       1
<PAGE>
                  "Additional Notes" means additional Notes which may be issued
after the Issue Date pursuant to this Indenture (other than pursuant to an
Exchange Offer or otherwise in exchange for or in replacement of outstanding
Notes). All references herein to "Notes" shall be deemed to include Additional
Notes.

                  "Affiliate" means any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company. For purposes of this definition, the term "control" means the power to
direct the management and policies of a Person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by contract,
or otherwise; provided that with respect to ownership interest in the Company
and its Subsidiaries, a Beneficial Owner of 10% or more of the total voting
power normally entitled to vote in the election of directors, managers or
trustees, as applicable, shall for such purposes be deemed to possess control.

                  "Agent" means any Registrar, Paying Agent or co-registrar.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange at the relevant time.

                  "Average Life" means, as of the date of determination, with
respect to any security or instrument, the quotient obtained by dividing (i) the
sum of the products (a) of the number of years from the date of determination to
the date or dates of each successive scheduled principal (or redemption) payment
of such security or instrument and (b) the amount of each such respective
principal (or redemption) payment by (ii) the sum of all such principal (or
redemption) payments.

                  "Bankruptcy Code" means the United States Bankruptcy Code,
codified at 11 U.S.C. Section 101-1330, as amended.

                  "Bankruptcy Law" means Title 11, U.S. Code, or any similar
Federal, state or foreign law for the relief of debtors.

                  "Beneficial Owner" or "beneficial owner" for purposes of the
definition of Affiliate has the meaning attributed to it in Rules 13d-3 and
13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not
applicable.

                  "Board of Directors" means, with respect to any Person, the
board of directors (or, if such Person is not a corporation, the equivalent
board of managers or members or body performing similar functions for such
Person) of such Person or any committee of the Board of Directors of such Person
authorized, with respect to any particular matter, to exercise the power of the
board of directors of such Person.


                                       2
<PAGE>
                  "Broker-Dealer" means any broker-dealer that receives Exchange
Notes for its own account in the Exchange Offer in exchange for Notes that were
acquired by such broker-dealer as a result of market-making or other trading
activities.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York, New
York are authorized or obligated by law or executive order to close.

                  "Capital Contribution" means any contribution to the equity of
the Company from a direct or indirect parent of the Company for which no
consideration other than the issuance of Qualified Capital Stock is given.

                  "Capitalized Lease Obligation" 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.

                  "Capital Stock" means (a) in the case of a corporation,
corporate stock, (b) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (c) in the case of a partnership, partnership
interests (whether general or limited) and (d) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but in
each case excluding any debt securities convertible into such stock, interests
or other equivalents.

                  "Cash Equivalent" means:

                  (1) securities issued or directly and fully guaranteed or
         insured by the United States of America or any agency or
         instrumentality thereof (provided, that the full faith and credit of
         the United States of America is pledged in support thereof), or

                  (2) time deposits and certificates of deposit of any domestic
         commercial bank of recognized standing having capital and surplus in
         excess of $500 million and commercial paper issued by any such bank (or
         by the parent corporation thereof), or

                  (3) commercial paper issued by others rated at least A-2 or
         the equivalent thereof by Standard & Poor's Corporation or at least P-2
         or the equivalent thereof by Moody's Investors Service, Inc.

                  (4) repurchase agreements with a bank or trust company or
         recognized securities dealer having capital and surplus in excess of
         $500 million for direct obligations issued by or fully guaranteed by
         the United States on which the Company shall have a perfected first
         priority security interest (subject to no other Liens) and having, on
         the date of

                                       3
<PAGE>
         purchase thereof, a fair market value of at least 100% of the amount of
         repurchase obligations and

                  (5) interests in money market mutual funds which invest solely
         in assets or securities of the type described in subparagraphs (1),
         (2), (3) or (4) hereof, and in the case of each of (1), (2), (3) and
         (4) hereof, maturing within one year after the date of acquisition.

                  "Change of Control" means such time as (1) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than
the Initial Control Group, is or becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be
deemed to have "beneficial ownership" of all shares that any such person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 35% of the total
voting power of the voting Capital Stock of the Company or Holdings, as the case
may be; provided that the Initial Control Group "beneficially owns" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in the
aggregate a lesser percentage of the total voting power of the voting Capital
Stock of the Company or Holdings, as the case may be, than such other person and
does not have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the Board of Directors of the
Company or Holdings, as the case may be (for purposes of this definition, such
other person shall be deemed to beneficially own any voting Capital Stock of a
specified corporation held by a parent corporation, if such other person
"beneficially owns" (as defined in this definition), directly or indirectly,
more than 35% of the voting power of the voting Capital Stock of such parent
corporation and the Initial Control Group "beneficially owns" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in the
aggregate a lesser percentage of the voting power of the voting Capital Stock of
such parent corporation and does not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the Board
of Directors of such parent corporation) or (2) any Person (other than the
Initial Control Group) (A) nominates one or more individuals for election to the
Board of Directors of the Company or Holdings, as the case may be, (B) solicits
proxies, authorizations or consents in connection therewith and (C) such number
of nominees of such Person elected to serve on the board of directors in such
election and all previous elections after the Issue Date and which are still
serving on such Board of Directors represents a majority of the board of
directors of the Company or Holdings, as the case may be, following such
election.

                  "Clearstream" means Clearstream Banking Luxembourg, or its
successors.

                  "Commission" means the United States Securities and Exchange
Commission.

                  "Consolidation" means, with respect to the Company, the
consolidation of the accounts of the Subsidiaries with those of the Company, all
in accordance with GAAP; provided that "consolidation" shall not include
consolidation of the accounts of any Unrestricted Subsidiary with the accounts
of the Company. The term "consolidated" has a correlative meaning to the
foregoing.


                                       4
<PAGE>
                  "Consolidated Coverage Ratio" of any Person means, for any
period, the ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges,
each determined for such period. In the event that the Company or any of its
Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other than
revolving credit borrowings) or issues Preferred Stock subsequent to the
commencement of the four-quarter reference period for which the Consolidated
Coverage Ratio is being calculated but prior to the date on which the event for
which the calculation of the Consolidated Coverage Ratio is made (the
"Calculation Date"), which Indebtedness or Preferred Stock remains outstanding
on the Calculation Date, then the Consolidated Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption, guarantee or
redemption of Indebtedness, or such issuance or redemption of Preferred Stock,
and to the discharge of any other Indebtedness or Preferred Stock repaid,
repurchased, defeased or otherwise discharged with the proceeds of such new
Indebtedness or Preferred Stock, as if the same had occurred at the beginning of
the applicable four-quarter reference period. For purposes of making the
computation referred to above, (A) acquisitions that have been made by the
Company or any of its Subsidiaries, including through mergers or consolidations
and including any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period, (B) the Consolidated EBITDA attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded and
(C) the Consolidated Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or business disposed of prior
to the Calculation Date, shall be excluded, but only to the extent that the
obligations giving rise to such Consolidated Fixed Charges shall not be
obligations of the Company or any of its Subsidiaries following the Calculation
Date.

                  "Consolidated EBITDA" means, for any period, the sum, without
duplication, of (i) Consolidated Net Income of the Company for such period, plus
(ii) Consolidated Fixed Charges of the Company for such period, plus (iii)
provision for taxes based on income or profits for such period (to the extent
such income or profits were included in computing such Consolidated Net Income
for such period), plus (iv) consolidated depreciation, amortization and other
non-cash charges of the Company and its Subsidiaries that were deducted in
determining such Consolidated Net Income for such period, plus (v) to the extent
deducted in determining such Consolidated Net Income for such period, expenses
during such period consisting of internal software development costs that are
expensed by the Company but that could have been capitalized during such period
in accordance with GAAP and minus (vi) cash payments with respect to any
non-recurring, non-cash charges previously added back pursuant to clause (iv);
provided that Consolidated Net Income shall exclude the impact of foreign
currency translations. Notwithstanding the foregoing, the provision for taxes
based on the income or profits of, and the depreciation and amortization and
other non-cash charges of, a Subsidiary of a Person shall be added to
Consolidated Net Income to compute Consolidated EBITDA only to the extent (and
in the same proportion) that the Net Income of such Subsidiary was included in
calculating the Consolidated Net Income of such Person and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Subsidiary without prior approval (that has
not been obtained), pursuant to the terms of its charter and all agreements,

                                       5
<PAGE>
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

                  "Consolidated Fixed Charges" means, for any period, the sum,
without duplication, of (i) the consolidated interest expense of the Company and
its Subsidiaries for such period, whether paid or accrued (including, without
limitation, amortization of original issue discount, non-cash interest payments,
the interest component of any deferred payment obligations, the interest
component of all payments associated with Capitalized Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financing, and net payments (if any) pursuant
to Interest Swap and Hedging Obligations (but excluding commitment fees and
other periodic bank charges)), (ii) the consolidated interest expense of the
Company and its Subsidiaries that was capitalized during such period, (iii) the
interest expense on Indebtedness of another Person that is guaranteed by the
Company or one of its Subsidiaries or secured by a Lien on assets of the Company
or one of its Subsidiaries (whether or not such guarantee or Lien is called
upon) and (iv) the product of (A) all cash dividend payments (and non-cash
dividend payments in the case of a Person that is a Subsidiary) on any series of
Preferred Stock of such Person payable to a party other than the Company or a
Wholly Owned Subsidiary, times (B) a fraction, the numerator of which is one and
the denominator of which is one minus the then current combined federal, state
and local statutory tax rate of such Person, expressed as a decimal, on a
consolidated basis and in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (i) the Net Income (but not loss) of any Person that is
not the Company or a Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned Subsidiary
thereof, (ii) Net Income of any Subsidiary shall be excluded to the extent that
the declaration or payment of dividends or similar distributions by that
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (which has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary or its stockholders, (iii) the Net
Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded, (iv) the
cumulative effect of a change in accounting principles (effected either through
cumulative effect adjustment or a retroactive application) shall be excluded,
(v) the Net Income of, or any dividends or other distributions from, any
Unrestricted Subsidiary, to the extent otherwise included, shall be excluded,
except to the extent actually distributed to the Company or one of its
Subsidiaries, (vi) all other extraordinary gains and extraordinary losses shall
be excluded (vii) any Permitted Payments to Holdings (net of tax benefits
related thereto), to the extent that such payments are for items which are
accounted for as expenses by Holdings (including, without limitation, all
payments of federal, state and local income taxes), shall be included, and
(viii) any increase in the Company's Net Income attributable to the
cancellation, conversion or retirement of the Existing Convertible Debentures,
if any, shall be excluded.


                                       6
<PAGE>
                  "Consolidated Net Worth" of any person at any date means the
aggregate consolidated stockholders' equity of such Person (plus amounts of
equity attributable to Preferred Stock) and its Consolidated Subsidiaries, as
would be shown on the consolidated balance sheet of such Person prepared in
accordance with GAAP, adjusted to exclude (to the extent included in calculating
such equity), (a) the amount of any such stockholders' equity attributable to
Disqualified Capital Stock or treasury stock of such Person and its Consolidated
Subsidiaries, (b) all upward revaluations and other write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of going concern businesses made within 12 months after the acquisition
of such business) in the book value of any asset of such Person or a
Consolidated Subsidiary of such Person subsequent to the Issue Date, and (c) all
Investments in subsidiaries that are not Consolidated Subsidiaries (except, in
each case, Permitted Investments) and in Persons that are not Subsidiaries.

                  "Consolidated Subsidiary" means, for any Person, each
Subsidiary of such Person (whether now existing or hereafter created or
acquired) the financial statements of which are consolidated for financial
statement reporting purposes with the financial statements of such Person in
accordance with GAAP.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time, its corporate trust business shall be
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 21 West, New York, New York, 10286, Attention: Corporate Trust Department,
or such other address as the Trustee may designate from time to time by notice
to the Company, or the principal corporate trust office of any successor Trustee
(or such other address as such successor Trustee may designate from time to time
by notice to the Company).

                  "Credit Agreement" means the credit agreement dated as of the
Issue Date by and among the Company, certain of its Subsidiaries, Holdings, and
certain financial institutions initially providing for (A) a term loan facility,
and (B) a revolving credit facility, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, as such credit agreement and/or related documents may be amended,
restated, supplemented, renewed, replaced or otherwise modified from time to
time whether or not with the same agent, trustee, representative lenders or
holders, and irrespective of any changes in the terms and conditions thereof.
Without limiting the generality of the foregoing, the term "Credit Agreement"
shall include agreements in respect of Interest Swap and Hedging Obligations
with lenders (or Affiliates thereof) party to the Credit Agreement and shall
also include any amendment, amendment and restatement, renewal, extension,
restructuring, supplement or modification to any Credit Agreement and all
refundings, refinancings and replacements of any Credit Agreement, including any
credit agreement:

                  (6) extending the maturity of any Indebtedness incurred
         thereunder or contemplated thereby;

                  (7) adding or deleting borrowers or guarantors thereunder, so
         long as borrowers and issuers include one or more of the Company and
         its Subsidiaries and their respective successors and assigns; or


                                       7
<PAGE>
                  (8) increasing the amount of Indebtedness incurred thereunder
         or available to be borrowed thereunder.

                  "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.

                  "Default" means any event that is or with the passage of time
or the giving of notice or both would be an Event of Default.

                  "Definitive Note" means one or more certificated Notes
registered in the name of the Holder thereof and issued in accordance with
Section 2.6 hereof, in the form of Exhibit A hereto except that such Note shall
not include the information called for by footnotes 3, 4 and 8 thereof.

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.3
hereof as the Depositary with respect to the Notes, until a successor shall have
been appointed and become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include such successor.

                  "Disqualified Capital Stock" means with respect to any Person,
(a) Equity Interests of such Person that, by its terms or by the terms of any
security into which it is convertible, exercisable or exchangeable, is, or upon
the happening of an event or the passage of time or both would be, required to
be redeemed or repurchased including at the option of the holder thereof by such
Person or any of its Subsidiaries, in whole or in part, on or prior to the
Stated Maturity of the Notes and (b) any Equity Interests of any Subsidiary of
such Person other than any common equity with no preferences, privileges, and no
redemption or repayment provisions. Notwithstanding the foregoing, any Equity
Interests that would constitute Disqualified Capital Stock solely because the
holders thereof have the right to require the Company to repurchase such Equity
Interests upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Capital Stock if the terms of such Equity Interests
provide that the Company may not repurchase or redeem any such Equity Interests
pursuant to such provisions prior to the Company's purchase of the Notes as are
required to be purchased pursuant to the provisions of this Indenture as
described under Sections 4.13 and 4.14 hereof.

                  "Distribution Compliance Period" means the 40-day distribution
compliance period as defined in Regulation S.

                  "Equity Interests" means Capital Stock or partnership,
participation or membership interests and all warrants, options or other rights
to acquire Capital Stock or partnership, participation or membership interests
(but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock or partnership, participation or membership interests).

                  "Equity Offering" means (a) an underwritten public offering
pursuant to a registration statement filed with the Commission in accordance
with the Securities Act of (1) Equity Interests (other than Disqualified Capital
Stock) of the Company or (2) Equity Interests (other than Disqualified Capital
Stock) of Holdings, to the extent that the cash proceeds therefrom are used as a
Capital Contribution to the Company or (b) an unregistered offering for cash of
(1) Equity Interests (other than Disqualified Capital Stock) of the Company or
(2) Equity Interests (other than Disqualified Capital Stock) of Holdings, to the
extent that the cash proceeds therefrom are used as a Capital Contribution to
the Company, in either case resulting in net proceeds to the Company of $30
million or more.


                                       8
<PAGE>
                  "Euroclear" means Euroclear Bank S.A./N.V., or its successor,
as operator of the Euroclear system.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Exchange Notes" means Series B Notes issued pursuant to an
Exchange Offer.

                  "Exchange Offer" means an offer that may be made by the
Company pursuant to the Registration Rights Agreement to exchange Exchange Notes
for Series A Notes.

                  "Exchange Offer Registration Statement" shall have the meaning
set forth in the Registration Rights Agreement.

                  "Exempted Affiliate Transaction" means (a) transactions under
the agreement dated on or before the Issue Date (the "Real Estate Agreement")
among one or more Affiliates of the Carmel Trust and the Company in accordance
with the terms of such Real Estate Agreement as in effect on the Issue Date and
any amendments, modifications, restatements, renewals or supplements thereto;
provided that any such amendment, modification, restatement, renewal or
supplement to the Real Estate Agreement contains provisions that are no less
favorable to the Holders of the Notes than those contained in the Real Estate
Agreement as in effect on the Issue Date and has been approved by a majority of
the disinterested members of the Board of Directors as evidenced by a resolution
of the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee, (b) customary employment agreements and compensation and benefit
arrangements with employees, officers, directors or consultants entered into by
the Company or any of its Subsidiaries in the ordinary course of business of the
Company or such Subsidiary, (c) transactions solely between or among the Company
and any of its Consolidated Subsidiaries or solely among Consolidated
Subsidiaries of the Company, (d) transactions that are permitted under Section
4.9 hereof or (e) the provision of administrative or management services by the
Company or any of its officers to any of its Subsidiaries in the ordinary course
of business.

                  "Existing Convertible Debentures" means (1) the Convertible
Subordinated Notes due September 1, 2006, issued by Holdings, (2) the
intercompany note related thereto, and (3) any convertible securities issued by
Holdings on the Issue Date and the proceeds thereof.

                  "Existing Indebtedness" means the Indebtedness of the Company
and its Subsidiaries (other than (i) Indebtedness under the Credit Agreement,
(ii) Indebtedness under the Third Amended and Restated Credit Agreement, dated
as of September 30, 1999, among the Company, The Chase Manhattan Bank, DLJ
Capital Funding, Inc., Lehman Commercial Paper Inc., and the lenders from time
to time parties thereto, as amended to the Issue Date, and (iii) the Existing
Convertible Debentures) in existence on the Issue Date, reduced to the extent
such amounts are repaid, refinanced or retired.

                  "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Company.

                  "Foreign Subsidiary" means any Subsidiary of the Company which
(i) is not organized under the laws of the United States, any state thereof or
the District of Columbia and (ii) conducts substantially all of its business
operations outside the United States of America.

                  "GAAP" means United States generally accepted accounting
principles, as in effect from time to time, 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
have been approved by a significant segment of the accounting profession

                                       9
<PAGE>
in the United States. All ratios and computations based on GAAP contained in the
Indenture shall be computed in conformity with GAAP as in effect on the Issue
Date.

                  "Global Notes" means one or more Notes in the form of Exhibit
A hereto, which includes the information referred to in footnotes 3, 4 and 8 to
the form of Note attached hereto as Exhibit A, issued under this Indenture, that
is deposited with or on behalf of and registered in the name of the Depositary
or its nominee.

                  "Global Note Legend" means the legend set forth in Section
2.6(g)(ii) hereof, which is required to be placed on all Global Notes issued
under this Indenture.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness. When used with respect to the Notes, a "Guarantee" means a
guarantee by the Guarantors of all or any part of the Notes, in accordance with
Article X hereof.

                  "Guarantors" means the Parent Guarantor, together with the
Subsidiary Guarantors.

                  "Holder" means a Person in whose name a Note is registered on
the Registrar's books.

                  "Holdings" means CSK Auto Corporation, a Delaware corporation.

                  "Indebtedness" of any Person means, without duplication,

                  (2) all liabilities and obligations, contingent or otherwise,
of such Person, to the extent such liabilities and obligations would appear as a
liability upon the consolidated balance sheet of such Person in accordance with
GAAP, (1) in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), (2) evidenced by bonds, notes, debentures or similar instruments, or
(3) representing the balance deferred and unpaid of the purchase price of any
property or services, except those incurred in the ordinary course of its
business that would constitute ordinarily a trade payable to trade creditors;

                  (3) all liabilities and obligations, contingent or otherwise,
of such Person (1) evidenced by bankers' acceptances or similar instruments
issued or accepted by banks, (2) relating to any Capitalized Lease Obligation,
or (3) evidenced by a letter of credit or a reimbursement obligation of such
Person with respect to any letter of credit;

                  (4) all net obligations of such Person under Interest Swap and
Hedging Obligations;

                  (5) all liabilities and obligations of others of the kind
described in the preceding clause (a), (b) or (c) that such Person has
guaranteed or provided credit support or that is otherwise its legal liability
or which are secured by any assets or property of such Person;

                  (6) any and all deferrals, renewals, extensions, refinancing
and refundings (whether direct or indirect) of, or amendments, modifications or
supplements to, any liability of the kind described in any of the preceding
clauses (a), (b), (c) or (d), or this clause (e), whether or not between or
among the same parties; and

                  (7) all Disqualified Capital Stock of such Person (measured at
the greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends).



                                       10
<PAGE>
         For purposes hereof, the "maximum fixed repurchase price of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital 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, such fair market value to be determined in good faith by the
board of directors of the issuer (or managing general partner of the issuer) of
such Disqualified Capital Stock.

         The amount of any Indebtedness outstanding as of any date shall be (1)
the accreted value thereof, in the case of any Indebtedness issued with original
issue discount, but the accretion of original issue discount in accordance with
the original terms of Indebtedness issued with an original issue discount shall
not be deemed to be an incurrence and (2) the principal amount thereof, in the
case of any other Indebtedness.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.

                  "Indirect Participant" means an entity that, with respect to
the Depository Trust Company, clears through or maintains a direct or indirect,
custodial relationship with a Participant.

                  "Initial Control Group" means (i) Investcorp, (ii) members of
the Management Group, (iii) any Person to the extent acting in the capacity of
an underwriter in connection with a public or private offering of the Company's
or Holding's Capital Stock and (iv) any Affiliate of Investcorp.

                  "Initial Purchasers" mean the initial purchasers of the Series
A Notes under the Purchase Agreement.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who is not also a QIB.

                  "Interest Payment Date" means the stated due date of an
installment of interest on the Notes.

                  "Interest Swap and Hedging Obligation" means any obligation of
any Person pursuant to any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate exchange agreement,
currency exchange agreement or any other agreement or arrangement designed to
protect against fluctuations in interest rates or currency values, including,
without limitation, any arrangement whereby, directly or indirectly, such Person
is entitled to receive from time to time periodic payments calculated by
applying either a fixed or floating rate of interest on a stated notional amount
in exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.


                                       11
<PAGE>
                  "Investcorp" means INVESTCORP S.A., a Luxembourg corporation.

                  "Investment" by any Person in any other Person means (without
duplication):

                  (8) the acquisition (whether by purchase, merger,
consolidation or otherwise) by such Person (whether for cash, property,
services, securities or otherwise) of Equity Interests, capital stock, bonds,
notes, debentures, partnership or other ownership interests or other securities,
including any options or warrants, of such other Person;

                  (9) the making by such Person of any deposit with, or advance,
loan or other extension of credit to, such other Person (including the purchase
of property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such property to such other Person) or any
commitment to make any such advance, loan or extension (but excluding accounts
receivable, endorsements for collection, advances to officers or employees or
deposits arising in the ordinary course of business);

                  (10) other than guarantees of Indebtedness of the Company or
any Subsidiary Guarantor to the extent permitted under Section 4.7 hereof, the
entering into by such Person of any guarantee of, or other credit support or
contingent obligation with respect to, Indebtedness or other liability of such
other Person;

                  (11) the making of any capital contribution by such Person to
such other Person; and

                  (12) the designation by the Board of Directors of the Company
of any Person to be an Unrestricted Subsidiary.

The Company shall be deemed to make an Investment in an amount equal to the fair
market value of the net assets of any subsidiary (or, if neither the Company nor
any of its Subsidiaries has theretofore made an Investment in such subsidiary,
in an amount equal to the Investments being made), at the time that such
subsidiary is designated an Unrestricted Subsidiary, and any property
transferred to an Unrestricted Subsidiary from the Company or a Subsidiary of
the Company shall be deemed an Investment valued at its fair market value at the
time of such transfer. The Company or any of its Subsidiaries shall be deemed to
have made an Investment in a Person that is or was required to be a Subsidiary
Guarantor if, upon the issuance, sale or other disposition of any portion of the
Company's or the Subsidiary's ownership in the Capital Stock of such Person,
such Person ceases to be a Subsidiary Guarantor and the Company or any of its
Subsidiaries retains any rights or interests that would constitute an
"Investment" under clauses (a) through (e) above. The fair market value of each
Investment shall be measured at the time made or returned, as applicable.

                  "Investment Company Act" means the Investment Company Act of
1940, as amended.

                  "Issue Date" means the date of first issuance of the Notes
under this Indenture.


                                       12
<PAGE>
                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York, or the city in which the principal
corporate trust office of the Trustee is located, or at a place of payment, are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

                  "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.

                  "Liquidated Damages" means all liquidated damages then owing
pursuant to the Registration Rights Agreement.

                  "Management Group" means any Officer of the Company or
Holdings.

                  "Moody's" means Moody's Investors Service, Inc. and its
successors.

                  "Net Cash Proceeds" means the aggregate amount of cash or Cash
Equivalents received by the Company in the case of a sale, or Capital
Contribution in respect, of Equity Interests (other than Disqualified Capital
Stock) and by the Company and its Subsidiaries in respect of an Asset Sale plus,
in the case of an issuance of Equity Interests (other than Disqualified Capital
Stock) upon any exercise, exchange or conversion of securities (including
options, warrants, rights and convertible or exchangeable debt, other than the
Existing Convertible Debentures) of the Company that were issued for cash on or
after the Issue Date, the amount of cash originally received by the Company upon
the issuance of such securities (including options, warrants, rights and
convertible or exchangeable debt) less, in each case, the sum of all payments,
fees, commissions and, expenses (including, without limitation, the fees and
expenses of legal counsel and investment banking fees and expenses) incurred in
connection with such Asset Sale or sale of Equity Interests (other than
Disqualified Capital Stock), and, in the case of an Asset Sale only, less the
amount (estimated reasonably and in good faith by the Company) of income,
franchise, sales and other applicable taxes required to be paid by the Company
or any of its respective Subsidiaries in connection with such Asset Sale in the
taxable year that such sale is consummated or in the immediately succeeding
taxable year, the computation of which shall take into account the reduction in
tax liability resulting from any available operating losses and net operating
loss carryovers, tax credits and tax credit carryforwards, and similar tax
attributes, less all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Sale and less any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.


                                       13
<PAGE>
                  "Net Income" means for any period with respect to any Person,
the net income (loss) of such Person for such period, determined in accordance
with GAAP and before any reduction in respect of Preferred Stock dividends,
excluding, however, (i) any gain (but not loss), together with any related
provision for taxes on such gain (but not loss), realized in connection with (A)
any Asset Sale (including, without limitation, dispositions pursuant to sale and
leaseback transactions) or (B) the disposition of any securities by such Person
or any of its Subsidiaries or the extinguishment of any Indebtedness of such
Person or any of its Subsidiaries and (ii) any extraordinary or nonrecurring
gain (but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

                  "Non-U.S. Person" means any Person other than a U.S. Person.

                  "Notes Custodian" means the Trustee, as custodian with respect
to the Notes in global form, or any successor entity thereto.

                  "Offering" means the offering of the Notes by the Company.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice President of such Person.

                  "Officers' Certificate" means the officers' certificate,
signed by one or more Officers, to be delivered upon the occurrence of certain
events as set forth in this Indenture, that meets the requirements of Sections
11.4 and 11.5 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Sections
11.4 and 11.5 hereof. The counsel may be an employee of or counsel to the
Company or any Subsidiary of the Company.

                  "Parent Guarantee" means the Guarantee of Holdings.

                  "Parent Guarantor" means Holdings.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

                  "Permitted Indebtedness" means that:

                  (13) the Company and the Guarantors may incur Indebtedness
evidenced by the Notes and the Guarantees issued pursuant to this Indenture up
to the amounts being issued on the original Issue Date less any amounts repaid
or retired;


                                       14
<PAGE>
                  (14) the Company and the Subsidiary Guarantors, as applicable,
may incur Refinancing Indebtedness with respect to any Existing Indebtedness
(other than, for the avoidance of doubt, the Existing Convertible Debentures),
any Indebtedness (including Disqualified Capital Stock), described in clause (a)
of this definition or incurred pursuant to the Debt Incurrence Ratio test of
Section 4.7 hereof, or which was refinanced pursuant to this clause (b);

                  (15) the Company and its Subsidiaries may incur Indebtedness
solely in respect of bankers acceptances, letters of credit and performance
bonds (to the extent that such incurrence does not result in the incurrence of
any obligation to repay any obligation relating to borrowed money or other
Indebtedness), all in the ordinary course of business in accordance with
customary industry practices, in amounts and for the purposes customary in the
Company's industry;

                  (16) the Company may incur Indebtedness owed to (borrowed
from) any Subsidiary Guarantor, and any Subsidiary Guarantor may incur
Indebtedness owed to (borrowed from) any other Subsidiary Guarantor or the
Company; provided, that in the case of Indebtedness of the Company, such
obligations shall be unsecured and, other than Indebtedness that the Company or
a Subsidiary Guarantor has pledged to the lenders under the Credit Agreement,
contractually subordinated in all respects to the Company's obligations pursuant
to the Notes or such Subsidiary Guarantor's obligations pursuant to its
Subsidiary Guaranteed and any event that causes such Subsidiary Guarantor no
longer to be a Subsidiary Guarantor (including by designation to be an
Unrestricted Subsidiary) shall be deemed to be a new incurrence by such issuer
of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof;

                  (17) any Subsidiary Guarantor may guaranty any Indebtedness of
the Company or another Subsidiary Guarantor that was permitted to be incurred
pursuant to this Indenture;

                  (18) any Foreign Subsidiary may incur Indebtedness owed to
(borrowed from) the Company or any other Foreign Subsidiary; and

                  (19) the Company and the Subsidiary Guarantors may incur
Interest Swap and Hedging Obligations that are incurred for the purpose of
fixing or hedging interest rate or currency risk with respect to any fixed or
floating rate Indebtedness that is permitted by this Indenture to be outstanding
or any receivable or liability the payment of which is determined by reference
to a foreign currency.

                  (20) Indebtedness incurred by the Company or any of its
Subsidiaries that is a Subsidiary Guarantor arising from agreements providing
for indemnification, adjustment of purchase price or similar obligations, or
from guarantees or letters of credit, surety bonds or performance bonds securing
the performance of the Company or any of its Subsidiaries in connection with the
disposition of a portion of the business or assets of a Subsidiary of the
Company in a principal amount not to exceed 25% of the gross proceeds (with
proceeds other than cash or Cash Equivalents being valued at the fair market
value thereof as determined by the

                                       15
<PAGE>
Board of Directors of the Company in good faith) actually received by the
Company or any of its Subsidiaries in connection with such disposition.

                  "Permitted Investment" means:

                  (21) any Investment in any of the Notes;

                  (22) any Investment in Cash Equivalents;

                  (23) intercompany notes to the extent permitted under clause
(d) of the definition of "Permitted Indebtedness";

                  (24) any Investment by the Company or any Subsidiary in a
Person in a Related Business if as a result of such Investment such Person
becomes a Subsidiary Guarantor or such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to or is liquidated into, the Company or a Subsidiary Guarantor;

                  (25) any Investment in any Person in exchange for the
Company's Equity Interests (other than Disqualified Capital Stock) or the Net
Cash Proceeds of any substantially concurrent sale of the Company's Equity
Interests (other than (1) Disqualified Capital Stock, and (2) any Net Cash
Proceeds received by the Company from the Existing Convertible Debentures, the
use of proceeds thereof, or any cancellation, conversion or retirement thereof);

                  (26) any Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.13 hereof or in connection with a disposition of
assets not constituting an Asset Sale;

                  (27) stock, obligations or securities of customers or trade
creditors received in the ordinary course of business in satisfaction of
judgments, in settlement of debts or in connection with bankruptcy proceedings
(other than in respect of other Permitted Investments);

                  (28) any Investment existing on the Issue Date;

                  (29) Investments in Interest Swap and Hedging Obligations
otherwise permitted under this Indenture;

                  (30) any Investments in the Company so long as the proceeds of
such Investment are received by the Company or a Subsidiary Guarantor or any
Investment in a Subsidiary of the Company that is a Subsidiary Guarantor and
that is engaged in a Related Business or any Investment by any Subsidiary
Guarantor in the form of any guarantee of Indebtedness of the Company the
incurrence of which was not prohibited by Section 4.7 hereof;

                  (31) Investments in the form of promissory notes of members of
the Company's or Holdings' management in consideration of the purchase by such
members of Equity Interests (other than Disqualified Capital Stock) in the
Company or Holdings; provided

                                       16
<PAGE>
that such Investments made under this clause (k) do not exceed $2,500,000 at any
time outstanding,; and

                  (32) other Investments in any Person that do not exceed
$5,000,000 at any time outstanding.

                  "Permitted Lien" means:

                  (1) Liens existing on the Issue Date;

                  (2) Liens imposed by governmental authorities for taxes,
         assessments or other charges not yet subject to penalty or which are
         being contested in good faith and by appropriate proceedings and , if
         any reserve or other provision is required in accordance with GAAP,
         adequate reserves with respect thereto shall have been made on the
         books of the Company in accordance with GAAP;

                  (3) statutory liens of carriers, warehousemen, mechanics,
         material men, landlords, repairmen or other like Liens arising by
         operation of law in the ordinary course of business provided that (1)
         the underlying obligations are not overdue for a period of more than 30
         days, or (2) such Liens are being contested in good faith and by
         appropriate proceedings and adequate reserves with respect thereto are
         maintained on the books of the Company in accordance with GAAP;

                  (4) Liens securing the performance of bids, trade contracts
         (other than borrowed money), leases, statutory obligations, surety and
         appeal bonds, performance bonds and other obligations of a like nature
         incurred in the ordinary course of business;

                  (5) easements, rights-of-way, zoning, similar restrictions and
         other similar encumbrances or title defects which, singly or in the
         aggregate, do not in any case materially interfere with the ordinary
         conduct of the business of the Company or any of its Subsidiaries;

                  (6) Liens arising by operation of law in connection with
         judgments, only to the extent, for an amount and for a period not
         resulting in an Event of Default with respect thereto;

                  (7) pledges or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security legislation;

                  (8) Liens securing the Notes;

                  (9) Liens securing Indebtedness of a Person existing at the
         time such Person becomes a Subsidiary or is merged with or into the
         Company or a Subsidiary or Liens securing Indebtedness incurred in
         connection with an Acquisition, provided, that

                                       17
<PAGE>
         such Liens were in existence prior to the date of such acquisition,
         merger or consolidation, were not incurred in anticipation thereof, and
         do not extend to any assets other than those of the person so merged or
         acquired;

                  (10) Liens arising from Purchase Money Indebtedness permitted
         to be incurred pursuant to Section 4.7(b)(1) hereof provided such Liens
         relate solely to the property which is subject to such Purchase Money
         Indebtedness;

                  (11) leases or subleases granted to other Persons;

                  (12) Liens arising from precautionary Uniform Commercial Code
         financing statement filings regarding operating leases entered into by
         the Company or any of its Subsidiaries in the ordinary course of
         business;

                  (13) Liens securing Refinancing Indebtedness incurred to
         refinance any Indebtedness that was previously so secured in a manner
         no more adverse to the Holders of the Notes than the terms of the Liens
         securing such refinanced Indebtedness, and provided that the
         Indebtedness secured is not increased and the Lien is not extended to
         any additional assets or property that would not have been security for
         the Indebtedness refinanced;

                  (14) Liens securing Indebtedness incurred under the Credit
         Agreement in accordance with the terms under Section 4.7 hereof;

                  (15) Liens in favor of the Company;

                  (16) liens on property existing at the time of acquisition
         thereof by the Company or any Subsidiary of the Company; provided that
         such Liens were in existence prior to the contemplation of such
         acquisition;

                  (17) liens securing reimbursement obligations with respect to
         letters of credit which encumber only documents and other property
         relating to such letters of credit and the products and proceeds
         thereof;

                  (18) liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual or warranty
         requirements;

                  (19) liens arising out of consignment or similar arrangements
         for the sale of goods; and

                  (20) any condemnation or eminent domain proceedings affecting
         any real property.

                  "Permitted Payments to Holdings" means the payment of
dividends, other distributions or other amounts by the Company to Holdings,
without duplication as to amounts:


                                       18
<PAGE>
         (A) in amounts equal to the amounts required for Holdings to pay
franchise taxes and other fees required to maintain its corporate existence and
provide for other operating costs; provided that the aggregate amount of such
payments, dividends and distributions pursuant to this clause (A) shall not
exceed $250,000 in any fiscal year;

         (B) in amounts equal to amounts required for Holdings to pay federal,
state and local income taxes to the extent such income taxes are attributable to
the income of the Company and its Subsidiaries (and, to the extent of amounts
actually received from its Unrestricted Subsidiaries, in amounts required to pay
such taxes to the extent attributable to the income of such Unrestricted
Subsidiaries);

         (C) in amounts equal to amounts expended by Holdings to redeem, or
otherwise acquire or retire for value any Equity Interest of Holdings held by
any member of Holdings', the Company's or any Subsidiary's management pursuant
to any management agreement or stock option agreement and amounts loaned or
advanced by Holdings to any member of Holdings', the Company's or any
Subsidiary's management to enable such person to purchase any Equity Interests
of Holdings; provided that the aggregate amounts distributed to Holdings
pursuant to this clause (C) shall not exceed $500,000 in any fiscal year or
$1,500,000 in the aggregate (net of cash proceeds received by Holdings from the
subsequent reissuance of Equity Interests to new members of management, except
to the extent such proceeds are contributed by Holdings to the Company); and

         (D) to reimburse Holdings for costs, fees and expenses incident to a
registration of any of the Capital Stock of Holdings for a primary or secondary
offering under the Securities Act, to the extent that (x) the net proceeds of
such primary offering (if it is completed) are, or the net proceeds from
original issuance of such securities in the case of a secondary offering, were,
contributed to, or otherwise used for the benefit of, the Company and (y) the
costs, fees and expenses are allocated among Holdings and any selling
shareholders in such proportion as is required by an applicable shareholders
agreement or, to the extent no applicable shareholders agreement exists, as is
appropriate to reflect the relative proceeds received by Holdings and such
selling shareholders.

                  "Person" or "person" means any corporation, individual,
limited liability company, joint stock company, joint venture, partnership,
limited liability company, unincorporated association, governmental regulatory
entity, country, state or political subdivision thereof, trust, municipality or
other entity.

                  "Preferred Stock" means any Equity Interest of any class or
classes of a Person (however designated) which is preferred as to payments of
dividends, or as to distributions upon any liquidation or dissolution, over
Equity Interests of any other class of such Person.

                  "Private Placement Legend" means the legend set forth in
Section 2.6(g)(i) hereof to be placed on all Notes issued under this Indenture
except where specifically stated otherwise by the provisions of this Indenture.


                                       19
<PAGE>
                  "Pro Forma" or "pro forma" shall have the meaning set forth in
Regulation S-X of the Securities Act unless otherwise specifically stated
herein.

                  "Purchase Agreement" means the Purchase Agreement, dated
December 7, 2001, among the Company and the Initial Purchasers, pursuant to
which the Initial Purchasers agreed to purchase, and the Company agreed to sell,
the Notes.

                  "Purchase Money Indebtedness"of any Person means any
Capitalized Lease Obligation of such Person or any other Indebtedness of such
Person, in either case to any seller or other Person incurred to finance the
acquisition (including in the case of a Capitalized Lease Obligation, the
lease), construction, installation or improvement of any after acquired real or
personal tangible property which, in the reasonable good faith judgment of the
Board of Directors of the Company, is directly related to a Related Business of
the Company and which is incurred concurrently within 180 days following with
such acquisition, construction, installation or improvement.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Qualified Capital Stock" means any Capital Stock of the
Company that is not Disqualified Capital Stock.

                  "Qualified Exchange" means:

                  (21) other than with the Net Cash Proceeds received by the
         Company from the proceeds of the Existing Convertible Debentures, any
         legal defeasance, redemption, retirement, repurchase or other
         acquisition of Equity Interests, or Indebtedness of the Company with
         the Net Cash Proceeds received by the Company from the substantially
         concurrent sale of, or a Capital Contribution with respect to, its
         Equity Interests (other than Disqualified Capital Stock) (other than to
         a Subsidiary) or, to the extent used to retire Indebtedness (other than
         Disqualified Capital Stock) of the Company issued after the Issue Date,
         Subordinated Refinancing Indebtedness of the Company; (1)

                  (22) any issuance of Equity Interests (other than Disqualified
         Capital Stock) of the Company in exchange for any Equity Interests or
         Indebtedness of the Company; or

                  (23) any issuance of Subordinated Refinancing Indebtedness of
         the Company in exchange for Indebtedness (other than Disqualified
         Capital Stock) of the Company.

                  "Record Date" means a Record Date specified in the Notes,
whether or not such date is a Business Day.

                  "Recourse Indebtedness" means Indebtedness (a) as to which
neither the

                                       20
<PAGE>
Company nor any of its Subsidiaries (1) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (2) is directly or indirectly liable (as a guarantor or
otherwise), or (3) constitutes the lender, and (b) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.

                  "Reference Period" with regard to any Person means the four
full fiscal quarters (or such lesser period during which such Person has been in
existence) for which internal financial statements are available ended
immediately preceding any date upon which any determination is to be made
pursuant to the terms of the Notes or this Indenture.

                  "Refinancing Indebtedness" means Indebtedness (including
Disqualified Capital Stock) (a) issued in exchange for, or the proceeds from the
issuance and sale of which are used to repay, redeem, defease, refund,
refinance, discharge or otherwise retire for value, in whole or in part, or (b)
constituting an amendment, modification or supplement to, or a deferral or
renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness (including Disqualified Capital Stock) in a principal amount or, in
the case of Disqualified Capital Stock, liquidation preference, not to exceed
(after deduction of reasonable fees and expenses incurred in connection with the
Refinancing plus the amount of any premium paid in connection with such
Refinancing) the lesser of (1) the principal amount or, in the case of
Disqualified Capital Stock, liquidation preference, of the Indebtedness
(including Disqualified Capital Stock) so Refinanced and (2) if such
Indebtedness being Refinanced was issued with an original issue discount, the
accreted value thereof (as determined in accordance with GAAP) at the time of
such Refinancing; provided, that (A) such Refinancing Indebtedness shall only be
used to refinance outstanding Indebtedness (including Disqualified Capital
Stock) of such Person issuing such Refinancing Indebtedness, (B) such
Refinancing Indebtedness shall (x) not have an Average Life shorter than the
Indebtedness (including Disqualified Capital Stock) to be so refinanced at the
time of such Refinancing and (y) in all respects, be no less contractually
subordinated or junior, if applicable, to the rights of Holders of the Notes
than was the Indebtedness (including Disqualified Capital Stock) to be
refinanced and (C) if such Refinancing Indebtedness is subordinated to the
Notes, such Refinancing Indebtedness shall have a final stated maturity or
redemption date, as applicable, no earlier than the final stated maturity or
redemption date, as applicable, of the Indebtedness (including Disqualified
Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated
Maturity of the Notes.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

                  "Reg S Permanent Global Note" means one or more permanent
Global Notes bearing the Private Placement Legend, that shall be issued in an
aggregate amount of

                                       21
<PAGE>
denominations equal in total to the outstanding principal amount of the Reg S
Temporary Global Note upon expiration of the Distribution Compliance Period.

                  "Reg S Temporary Global Note" means one or more temporary
Global Notes bearing the Private Placement Legend and the Reg S Temporary Global
Note Legend, issued in an aggregate amount of denominations equal in total to
the outstanding principal amount of the Notes initially sold in reliance on Rule
903 of Regulation S.

                  "Reg S Temporary Global Note Legend" means the legend set
forth in Section 2.6(g)(iii) hereof, which is required to be placed on all Reg S
Temporary Global Notes issued under this Indenture.

                  "Regulation S" means Regulation S promulgated under the
Securities Act, as it may be amended from time to time, and any successor
provision thereto.

                  "Regulation S Global Note" means a Reg S Temporary Global Note
or a Reg S Permanent Global Note, as the case may be.

                  "Related Business" means the business conducted (or proposed
to be conducted) by the Company and its Subsidiaries as of the Issue Date and
any and all businesses that in the good faith judgment of the Board of Directors
of the Company are materially related businesses or reasonable extensions or
expansions thereof.

                  "Related Business Assets" means (i) any property or assets to
be used by the Company or a Subsidiary in a Related Business, (ii) the Capital
Stock of a Person that becomes a Subsidiary as a result of the acquisition of
such Capital Stock by the Company or another Subsidiary or (iii) Capital Stock
constituting a minority of interest in any Person that at such time is a
Subsidiary; provided that, in the case of clauses (ii) and (iii), such
Subsidiary is engaged in a Related Business.

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

                  "Restricted Definitive Note" means one or more Definitive
Notes bearing the Private Placement Legend, issued under this Indenture.

                  "Restricted Global Note" means one or more Global Notes
bearing the Private Placement Legend, issued under this Indenture; provided,
that in no case shall an Exchange Note issued in accordance with this Indenture
and the terms of the Registration Rights Agreement be a Restricted Global Note.


                                       22
<PAGE>
                  "Restricted Investment" means, in one or a series of related
transactions, any Investment, other than other Permitted Investments.

                  "Restricted Payment" means, with respect to any Person:

                  (33) the declaration or payment of any dividend or other
distribution in respect of Equity Interests of such Person, or any parent of
such Person;

                  (34) any payment (except to the extent with Qualified Capital
Stock) by such Person on account of the purchase, redemption or other
acquisition or retirement for value of Equity Interests of such Person or any
parent of such Person (other than such Equity Interests owned by the Company or
any Subsidiary Guarantor);

                  (35) other than with (1) the proceeds from the substantially
concurrent sale of, or in exchange for, Refinancing Indebtedness, or (2) any
remaining Net Cash Proceeds from an Asset Sale, to the extent that the aggregate
amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset
Sale Offer is less than the Asset Sale Offer Amount, any purchase, redemption,
or other acquisition or retirement for value of, or any defeasance of, any
Subordinated Indebtedness, directly or indirectly, by such Person or a
Subsidiary of such Person prior to the scheduled maturity, any scheduled
repayment of principal, or scheduled sinking fund payment, as the case may be,
of such Indebtedness;

                  (36) any Restricted Investment by such Person; and

                  (37) any payment (except to the extent with Equity Interests
(other than Disqualified Capital Stock)) with respect to the Existing
Convertible Debentures; provided, however, that the term "Restricted Payment"
does not include (1) any dividend, distribution or other payment on or with
respect to Equity Interests of an issuer to the extent payable solely in Equity
Interests (other than Disqualified Capital Stock of such issuer), or (2) any
dividend, distribution or other payment to the Company, or to any Subsidiary(and
if such Subsidiary is not a Wholly Owned Subsidiary, to its other shareholders
on a pro rata basis), by the Company or any of its Subsidiaries and any
Investment in any Subsidiary Guarantor by the Company or any Subsidiary.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act, as it may be amended from time to time, and any successor provision
thereto.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act, as it may be amended from time to time, and any successor provision
thereto.

                  "SEC" means the United States Securities and Exchange
Commission, or any successor agency.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules

                                       23
<PAGE>
and regulations of the SEC thereunder.

                  "Shelf Registration Statement" shall have the meaning set
forth in the Registration Rights Agreement.

                  "Significant Subsidiary" shall have the meaning provided under
Regulation S-X of the Securities Act as in effect on the Issue Date.

                  "Special Record Date" means, for payment of any Defaulted
Interest, a date fixed by the Paying Agent pursuant to Section 2.12 hereof.

                  "Stated Maturity," when used with respect to any Note, means
June 15, 2006.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or a Subsidiary Guarantor that is subordinated in right of payment by its terms
or the terms of any document or instrument or instrument relating thereto
("contractually") to the Notes or such Subsidiary Guarantee, as applicable, in
any respect.

                  "Subordinated Refinancing Indebtedness" means any Refinancing
Indebtedness the incurrence of which is not prohibited by Section 4.7 hereof
that is Subordinated Indebtedness.

                  "Subsidiary" with respect to any Person, means (1) a
corporation a majority of whose Equity Interests with voting power, under
ordinary circumstances, to elect directors is at the time, directly or
indirectly, owned by such Person, by such Person and one or more Subsidiaries of
such Person or by one or more Subsidiaries of such Person, (2) any other Person
(other than a corporation) in which such Person, one or more Subsidiaries of
such Person, or such Person and one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has a majority
ownership interest, or (3) a partnership in which such Person or a Subsidiary of
such Person is, at the time, a general partner and in which such Person,
directly or indirectly, at the date of determination thereof has a majority
ownership interest. Notwithstanding the foregoing, an Unrestricted Subsidiary
shall not be a Subsidiary of the Company (including a Significant Subsidiary of
the Company) or of any Subsidiary of the Company. Unless the context requires
otherwise, Subsidiary means each direct and indirect Subsidiary of the Company.

                  "Subsidiary Guarantor" means each of the Company's present and
future Subsidiaries that at the time are guarantors of the Notes in accordance
with this Indenture.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA.

                  "Transfer Restricted Notes" means Global Notes and Definitive
Notes that bear or are required to bear the Private Placement Legend, issued
under this Indenture.

                  "Trustee" means the party named as such above until a
successor replaces it in

                                       24
<PAGE>
accordance with the applicable provisions of this Indenture and thereafter means
such successor serving hereunder.

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend, issued under this Indenture.

                  "Unrestricted Global Note" means one or more permanent Global
Notes representing a series of Notes that does not bear and is not required to
bear the Private Placement Legend, issued under this Indenture.

                  "Unrestricted Subsidiary" means any subsidiary of the Company
that does not directly, indirectly or beneficially own any Capital Stock of, any
Subordinated Indebtedness of, or own or hold any Lien on any property of, the
Company or any parent of the Company or any other Subsidiary of the Company and
that, at the time of determination, shall be an Unrestricted Subsidiary (as
designated by the Board of Directors of the Company); provided, that such
Subsidiary at the time of such designation (a) has no Recourse Indebtedness; (b)
is not party to any agreement, contract, arrangement or understanding with the
Company or any Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or
such Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company; (c) is a Person with respect to which neither
the Company nor any of its Subsidiaries has any direct or indirect obligation
(x) to subscribe for additional Equity Interests or (y) to maintain or preserve
such Person's financial condition or to cause such Person to achieve any
specified levels of operating results; and (d) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Subsidiaries. The Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no
Default or Event of Default is existing or shall occur as a consequence thereof
and (2) immediately after giving effect to such designation, on a pro forma
basis, the Company could incur at least $1.00 of Indebtedness pursuant to the
Debt Incurrence Ratio pursuant to Section 4.7 hereof. Each such designation
shall be evidenced by filing with the Trustee a certified copy of the resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions.

                  "U.S. Government Obligations" means direct non-callable
obligations of, or noncallable obligations guaranteed by, the United States of
America for the payment of which obligation or guarantee the full faith and
credit of the United States of America is pledged.

                  "U.S. Person" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

                  "Voting Equity Interests" means Equity Interests which at the
time are entitled to vote in the election of, as applicable, directors, members
or partners generally.

                  "Wholly Owned Subsidiary" means a Subsidiary all the Equity
Interests of which (other than directors' qualifying shares) are owned by the
Company or one or more Wholly

                                       25
<PAGE>
Owned Subsidiaries of the Company or a combination thereof. Unrestricted
Subsidiaries shall not be included in the definition of Wholly Owned Subsidiary
for any purposes of this Indenture (except, as the context may otherwise
require, for purposes of the definition of "Unrestricted Subsidiary").

SECTION I.2       OTHER DEFINITIONS


<TABLE>
<CAPTION>
               Term                                                Defined in Section
               ----                                                ------------------
<S>                                                                <C>
               "Affiliate Transaction"                             4.12

               "Asset Sale"                                        4.13

               "Asset Sale Offer"                                  4.13

               "Asset Sale Offer Price"                            4.13

               "Authentication Order"                              2.2

               "Benefitted Party"                                  10.1

               "Change of Control Offer"                           4.14

               "Change of Control Offer Period"                    4.14

               "Change of Control Purchase Date"                   4.14

               "Change of Control Purchase Price"                  4.14

               "Covenant Defeasance"                               8.3

               "Debt Incurrence Ratio"                             4.7

               "Defaulted Interest"                                2.12

               "DTC"                                               2.3

               "Event of Default"                                  6.1

               "Excess Proceeds"                                   4.13

               "Guarantee Obligations"                             10.1

               "incur" or "incurrence"                             4.7

               "Incurrence Date"                                   4.7

               "Legal Defeasance"                                  8.2

               "Paying Agent"                                      2.3

               "Registrar"                                         2.3
</TABLE>

SECTION I.3       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

                  Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "Commission" means the Securities and Exchange Commission;


                                       26
<PAGE>
                  "obligor" on the Notes means the Company, each Guarantor and
any successor obligor upon the Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

SECTION I.4       RULES OF CONSTRUCTION

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
plural include the singular;

                  (5) provisions apply to successive events and transactions;

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

                  (7) references to sections of or rules under the Securities
Act and the Exchange Act shall be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time.


                                   ARTICLE II
                                    THE NOTES

SECTION II.1      FORM AND DATING

                  (38) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and

                                       27
<PAGE>
to be bound thereby. However, to the extent any provision of any Note conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.

                  (39) Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Notes Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.6 hereof.

                  (40) Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream Banking Luxembourg" and "Customer Handbook" of Clearstream Banking
Luxembourg in effect at the relevant time shall be applicable to transfers of
beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream Banking Luxembourg.

SECTION II.2      EXECUTION AND AUTHENTICATION

                  Two Officers shall sign the Notes for the Company by manual or
facsimile signature. In the case of Definitive Notes, such signatures may be
imprinted or otherwise reproduced on such Notes. If an Officer whose signature
is on a Note no longer holds that office at the time a Note is authenticated,
the Note shall nevertheless be valid. A Note shall not be valid until
authenticated by the manual signature of the Trustee. The signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.
The Trustee shall, upon a written order of the Company signed by an Officer (an
"Authentication Order"), authenticate Notes for issuance up to the aggregate
principal amount stated in such Authentication Order; provided that Notes
authenticated for issuance on the Issue Date shall not exceed $280,000,000 in
aggregate principal amount. The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.

SECTION II.3      REGISTRAR, PAYING AGENT AND DEPOSITARY

                  The Company shall maintain an office or agency in the Borough
of Manhattan,

                                       28
<PAGE>
The City of New York, where Notes may be presented for registration of transfer
or for exchange ("Registrar") and an office or agency where Notes may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar. The Company initially appoints The Depository Trust
Company ("DTC") to act as Depositary with respect to the Global Notes. The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
and to act as Notes Custodian with respect to the Global Notes.

SECTION II.4      PAYING AGENT TO HOLD MONEY IN TRUST

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium or Liquidated Damages, if any, or interest on the
Notes, and shall notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

SECTION II.5      HOLDER LISTS

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA Section 312(a). If
the Trustee is not the Registrar, the Company shall furnish, or shall cause the
Registrar (if other than the Company) to furnish, to the Trustee at least seven
Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION II.6      TRANSFER AND EXCHANGE

                  (41) Transfer and Exchange of Global Notes. A Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary

                                       29
<PAGE>
or any such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes shall be exchanged by the Company for Definitive
Notes if (i) the Company delivers to the Trustee notice from the Depositary that
(x) the Depositary is unwilling or unable to continue to act as Depositary for
the Global Notes and the Company thereupon fails to appoint a successor
Depositary within 90 days or (y) the Depositary is no longer a clearing agency
registered under the Exchange Act, (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the Trustee
or (iii) upon request of the Trustee or Holders of a majority of the aggregate
principal amount of outstanding Notes if there shall have occurred and be
continuing a Default or Event of Default with respect to the Notes; provided
that in no event shall the Reg S Temporary Global Note be exchanged by the
Company for Definitive Notes prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificate
identified by the Company and its counsel to be required pursuant to Rule 903 or
Rule 904 under the Securities Act. Upon the occurrence of any of the preceding
events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7
or 2.10 hereof, shall be authenticated and delivered in the form of, and shall
be, a Global Note. A Global Note may not be exchanged for another Note other
than as provided in this Section 2.6(a); however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.6(b), (c)
or (f) hereof.

                  (42) Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                           (1) Transfer of Beneficial Interests in the Same
Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided, however, that
prior to the expiration of the Distribution Compliance Period, transfers of
beneficial interests in the Reg S Temporary Global Note may not be made to a
U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described
in this Section 2.6(b)(i).

                           (2) All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not

                                       30
<PAGE>
subject to Section 2.6(b)(i) above, the transferor of such beneficial interest
must deliver to the Registrar either (A) (1) an order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged, and (2) instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or (B) (1) an order from
a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged, and (2) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (B)(1)
above; provided, that in no event shall Definitive Notes be issued upon the
transfer or exchange of beneficial interests in the Reg S Temporary Global Note
prior to (x) the expiration of the Distribution Compliance Period and (y) the
receipt by the Registrar of any certificates identified by the Company or its
counsel to be required pursuant to Rule 903 and Rule 904 under the Securities
Act. Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.6(f) hereof, the requirements of this Section 2.6(b)(ii) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all of
the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.6(h) hereof.

                           (3) Transfer of Beneficial Interests to Another
Restricted Global Note. A beneficial interest in any Restricted Global Note may
be transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.6(b)(ii) above and the Registrar receives the
following:

                                    (1) if the transferee shall take delivery in
         the form of a beneficial interest in the 144A Global Note, then the
         transferor must deliver a certificate in the form of Exhibit B hereto,
         including the certifications in item (1) thereof; and

                                    (2) if the transferee shall take delivery in
         the form of a beneficial interest in the Reg S Temporary Global Note or
         the Reg S Permanent Global Note, then the transferor must deliver a
         certificate in the form of Exhibit B hereto, including the
         certifications in item (2) thereof.

                           (4) Transfer and Exchange of Beneficial Interests in
a Restricted Global Note for Beneficial Interests in the Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by
any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.6(b)(ii) above and:


                                       31
<PAGE>
                                    (1) such exchange or transfer is effected
         pursuant to the Exchange Offer in accordance with the Registration
         Rights Agreement and Section 2.6(f) hereof, and the holder of the
         beneficial interest to be transferred, in the case of an exchange, or
         the transferee, in the case of a transfer, certifies in the applicable
         Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person
         participating in the distribution of the Exchange Notes or (3) a Person
         who is an affiliate (as defined in Rule 144) of the Company;

                                    (2) such transfer is effected pursuant to
         the Shelf Registration Statement in accordance with the Registration
         Rights Agreement;

                                    (3) such transfer is effected by a
         Broker-Dealer pursuant to the Exchange Offer Registration Statement in
         accordance with the Registration Rights Agreement; or

                                    (4) the Registrar receives the following:
         (1) if the holder of such beneficial interest in a Restricted Global
         Note proposes to exchange such beneficial interest for a beneficial
         interest in an Unrestricted Global Note, a certificate from such holder
         in the form of Exhibit C hereto, including the certifications in item
         (1)(a) thereof; or (2) if the holder of such beneficial interest in a
         Restricted Global Note proposes to transfer such beneficial interest to
         a Person who shall take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note, a certificate from such holder
         in the form of Exhibit B hereto, including the certifications in item
         (4) thereof; and, in each such case set forth in this subparagraph (D),
         an Opinion of Counsel in form, and from legal counsel, reasonably
         acceptable to the Registrar and the Company to the effect that such
         exchange or transfer is in compliance with the Securities Act and that
         the restrictions on transfer contained herein and in the Private
         Placement Legend are no longer required in order to maintain compliance
         with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above. Beneficial interests in an Unrestricted Global
Note cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Note.

                  (43) Transfer or Exchange of Beneficial Interests for
Definitive Notes.

                           (1) Beneficial Interests in Restricted Global Notes
to Restricted Definitive Notes. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then,


                                       32
<PAGE>
upon receipt by the Registrar of the following documentation:

                           (1) if the holder of such beneficial interest in a
         Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note, a certificate from such holder in the
         form of Exhibit C hereto, including the certifications in item (2)(a)
         thereof;

                           (2) if such beneficial interest is being transferred
         to a QIB in accordance with Rule 144A, a certificate to the effect set
         forth in Exhibit B hereto, including the certifications in item (1)
         thereof;

                           (3) if such beneficial interest is being transferred
         to a Non-U.S. Person in an offshore transaction in accordance with Rule
         903 or Rule 904 under the Securities Act, a certificate to the effect
         set forth in Exhibit B hereto, including the certifications in item (2)
         thereof;

                           (4) if such beneficial interest is being transferred
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144, a certificate to the effect
         set forth in Exhibit B hereto, including the certifications in item
         (3)(a) thereof;

                           (5) if such beneficial interest is being transferred
         to an Institutional Accredited Investor in reliance on an exemption
         from the registration requirements of the Securities Act other than
         those listed in subparagraphs (B) through (D) above, a certificate to
         the effect set forth in Exhibit B hereto, including the certifications,
         certificates and Opinion of Counsel required by item (3) thereof, if
         applicable;

                           (6) if such beneficial interest is being transferred
         to the Company or any of its Subsidiaries, a certificate to the effect
         set forth in Exhibit B hereto, including the certifications in item
         (3)(b) thereof; or

                           (7) if such beneficial interest is being transferred
         pursuant to an effective registration statement under the Securities
         Act, a certificate to the effect set forth in Exhibit B hereto,
         including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Note to be reduced accordingly pursuant to Section 2.6(h)
hereof, and the Company shall execute and, upon receipt of an Authentication
Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver
to the Person designated in the instructions a Restricted Definitive Note in the
appropriate principal amount. Any Restricted Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section
2.6(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Restricted
Definitive Notes

                                       33
<PAGE>
to the Persons in whose names such Notes are so registered. Any Restricted
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.6(c)(i) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.

                  (2) Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted
Global Note may exchange such beneficial interest for an Unrestricted Definitive
Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note only if:

                           (1) such exchange or transfer is effected pursuant to
         the Exchange Offer in accordance with the Registration Rights Agreement
         and Section 2.6(f) hereof, and the holder of such beneficial interest,
         in the case of an exchange, or the transferee, in the case of a
         transfer, certifies in the applicable Letter of Transmittal that it is
         not (1) a Broker-Dealer, (2) a Person participating in the distribution
         of the Exchange Notes or (3) a Person who is an affiliate (as defined
         in Rule 144) of the Company;

                           (2) such transfer is effected pursuant to the Shelf
         Registration Statement in accordance with the Registration Rights
         Agreement;

                           (3) such transfer is effected by a Broker-Dealer
         pursuant to the Exchange Offer Registration Statement in accordance
         with the Registration Rights Agreement; or

                           (4) the Registrar receives the following: (1) if the
         holder of such beneficial interest in a Restricted Global Note proposes
         to exchange such beneficial interest for a Definitive Note that does
         not bear the Private Placement Legend, a certificate from such holder
         in the form of Exhibit C hereto, including the certifications in item
         (1)(b) thereof; or (2) if the holder of such beneficial interest in a
         Restricted Global Note proposes to transfer such beneficial interest to
         a Person who shall take delivery thereof in the form of a Definitive
         Note that does not bear the Private Placement Legend, a certificate
         from such holder in the form of Exhibit B hereto, including the
         certifications in item (4) thereof; and, in each such case set forth in
         this subparagraph (D), an Opinion of Counsel in form, and from legal
         counsel, reasonably acceptable to the Registrar and the Company to the
         effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

                  (3) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive

                                       34
<PAGE>
Note, then, upon satisfaction of the conditions set forth in Section 2.6(b)(ii)
hereof, the Trustee shall cause the aggregate principal amount of the applicable
Unrestricted Global Note to be reduced accordingly pursuant to Section 2.6(h)
hereof, and the Company shall execute and, upon receipt of an Authentication
Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver
to the Person designated in the instructions an Unrestricted Definitive Note in
the appropriate principal amount. Any Unrestricted Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Unrestricted Definitive
Notes to the Persons in whose names such Notes are so registered. Any
Unrestricted Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.6(c)(iii) shall not bear the Private Placement
Legend.

                  (4) Transfer or Exchange of Reg S Temporary Global Notes.
Notwithstanding the other provisions of this Section 2.6, a beneficial interest
in the Reg S Temporary Global Note may not be (A) exchanged for a Definitive
Note prior to (x) the expiration of the Distribution Compliance Period (unless
such exchange is effected by the Company, does not require an investment
decision on the part of the holder thereof and does not violate the provisions
of Regulation S) and (y) the receipt by the Registrar of any certificates
identified by the Company or its counsel to be required pursuant to Rule
903(c)(3)(B) under the Securities Act or (B) transferred to a Person who takes
delivery thereof in the form of a Definitive Note prior to the events set forth
in clause (A) above or unless the transfer is pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 903 or Rule 904.

         (44) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                  (1) Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or
to transfer such Restricted Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in a Restricted Global Note, then,
upon receipt by the Registrar of the following documentation:

                           (1) if the Holder of such Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note, a certificate from such Holder in the form of
         Exhibit C hereto, including the certifications in item (2)(b) thereof;

                           (2) if such Restricted Definitive Note is being
         transferred to a QIB in accordance with Rule 144A, a certificate to the
         effect set forth in Exhibit B hereto, including the certifications in
         item (1) thereof; or

                           (3) if such Restricted Definitive Note is being
         transferred to a Non-U.S. Person in an offshore transaction in
         accordance with Rule 903 or Rule 904

                                       35
<PAGE>
         under the Securities Act, a certificate to the effect set forth in
         Exhibit B hereto, including the certifications in item (2) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and in the case of clause (C) above, the Regulation S Global
Note.

                  (2) Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if:

                           (1) such exchange or transfer is effected pursuant to
         the Exchange Offer in accordance with the Registration Rights Agreement
         and Section 2.6(f) hereof, and the Holder, in the case of an exchange,
         or the transferee, in the case of a transfer, certifies in the
         applicable Letter of Transmittal that it is not (1) a Broker-Dealer,
         (2) a Person participating in the distribution of the Exchange Notes or
         (3) a Person who is an affiliate (as defined in Rule 144) of the
         Company;

                           (2) such transfer is effected pursuant to the Shelf
         Registration Statement in accordance with the Registration Rights
         Agreement;

                           (3) such transfer is effected by a Broker-Dealer
         pursuant to the Exchange Offer Registration Statement in accordance
         with the Registration Rights Agreement; or

                           (4) the Registrar receives the following: (1) if the
         Holder of such Restricted Definitive Notes proposes to exchange such
         Notes for a beneficial interest in the Unrestricted Global Note, a
         certificate from such Holder in the form of Exhibit C hereto, including
         the certifications in item (1)(c) thereof; or (2) if the Holder of such
         Restricted Definitive Notes proposes to transfer such Notes to a Person
         who shall take delivery thereof in the form of a beneficial interest in
         the Unrestricted Global Note, a certificate from such Holder in the
         form of Exhibit B hereto, including the certifications in item (4)
         thereof; and, in each such case set forth in this subparagraph (D), an
         Opinion of Counsel in form, and from legal counsel, reasonably
         acceptable to the Registrar and the Company to the effect that such
         exchange or transfer is in compliance with the Securities Act and that
         the restrictions on transfer contained herein and in the Private
         Placement Legend are no longer required in order to maintain compliance
         with the Securities Act. Upon satisfaction of the conditions of any of
         the subparagraphs in this Section 2.6(d)(ii), the Trustee shall cancel
         the Restricted Definitive Notes so transferred or exchanged and
         increase or cause to be increased the aggregate principal amount of the
         Unrestricted Global Note.


                                       36
<PAGE>
                  (3) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel
the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes. If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) of this
Section 2.6(d) at a time when an Unrestricted Global Note has not yet been
issued, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

         (45) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.6(e), the Registrar shall register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.6(e).

                  (1) Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and registered in
the name of Persons who take delivery thereof in the form of a Restricted
Definitive Note if the Registrar receives the following:

                           (1) if the transfer shall be made pursuant to Rule
         144A, then the transferor must deliver a certificate in the form of
         Exhibit B hereto, including the certifications in item (1) thereof;

                           (2) if the transfer shall be made pursuant to Rule
         903 or Rule 904 under the Securities Act, then the transferor must
         deliver a certificate in the form of Exhibit B hereto, including the
         certifications in item (2) thereof; and

                           (3) if the transfer shall be made pursuant to any
         other exemption from the registration requirements of the Securities
         Act, then the transferor must deliver a certificate in the form of
         Exhibit B hereto, including the certifications, certificates and
         Opinion of Counsel required by item (3) thereof, if applicable.

                  (2) Restricted Definitive Notes to Unrestricted Definitive
Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for
an Unrestricted Definitive Note or transferred to a Person or Persons who take
delivery thereof in the form of an

                                       37
<PAGE>
Unrestricted Definitive Note if:

                           (1) such exchange or transfer is effected pursuant to
         the Exchange Offer in accordance with the Registration Rights Agreement
         and Section 2.6(f) hereof, and the Holder, in the case of an exchange,
         or the transferee, in the case of a transfer, certifies in the
         applicable Letter of Transmittal that it is not (1) a Broker-Dealer,
         (2) a Person participating in the distribution of the Exchange Notes or
         (3) a Person who is an affiliate (as defined in Rule 144) of the
         Company;

                           (2) any such transfer is effected pursuant to the
         Shelf Registration Statement in accordance with the Registration Rights
         Agreement;

                           (3) any such transfer is effected by a Broker-Dealer
         pursuant to the Exchange Offer Registration Statement in accordance
         with the Registration Rights Agreement; or

                           (4) the Registrar receives the following: (1) if the
         Holder of such Restricted Definitive Notes proposes to exchange such
         Notes for an Unrestricted Definitive Note, a certificate from such
         Holder in the form of Exhibit C hereto, including the certifications in
         item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive
         Notes proposes to transfer such Notes to a Person who shall take
         delivery thereof in the form of an Unrestricted Definitive Note, a
         certificate from such Holder in the form of Exhibit B hereto, including
         the certifications in item (4) thereof; and, in each such case set
         forth in this subparagraph (D), an Opinion of Counsel in form, and from
         legal counsel, reasonably acceptable to the Registrar and the Company
         to the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

                  (3) Unrestricted Definitive Notes to Unrestricted Definitive
Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note. Upon receipt of a request to register such a transfer, the Registrar shall
register the Unrestricted Definitive Notes pursuant to the instructions from the
Holder thereof.

         (46) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.2 hereof
and an Opinion of Counsel for the Company as to certain matters discussed in
this Section 2.6(f), the Trustee shall authenticate (i) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the sum of (A) the
principal amount of the beneficial interests in the Restricted Global Notes
tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (x) they are not Broker-Dealers, (y) they are not participating
in a distribution of the Exchange Notes and (z) they are not affiliates (as
defined in Rule 144) of the Company, and accepted for exchange in the Exchange
Offer; and (B) the principal amount of Definitive Notes exchanged or transferred
for

                                       38
<PAGE>
beneficial interests in Unrestricted Global Notes in connection with the
Exchange Offer pursuant to Section 2.6(d)(ii) hereof; and (ii) Definitive Notes
in an aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer (other than
Definitive Notes described in clause (i)(B) immediately above). Concurrently
with the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and, upon receipt of an Authentication Order pursuant
to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Definitive Notes in
the appropriate principal amount.

                  The Opinion of Counsel for the Company referenced above shall
state, in form and substance reasonably satisfactory to the Trustee, that:

                  (1) the issuance and sale of the Exchange Notes by the Company
         have been duly authorized and, when executed and authenticated in
         accordance with the provisions of this Indenture and delivered in
         exchange for Series A Notes in accordance with this Indenture and the
         Exchange Offer, shall be entitled to the benefits of this Indenture and
         shall be valid and binding obligations of the Company, enforceable
         against the Company in accordance with their terms except as the
         enforceability thereof may be limited by (x) bankruptcy, fraudulent
         transfer, insolvency, reorganization, moratorium or similar laws
         affecting creditors' rights generally and (y) equitable principles of
         general applicability (regardless of whether enforceability is
         considered at equity or in law); and

                  (2) when the Exchange Notes are executed and authenticated in
         accordance with the provisions of this Indenture and delivered in
         exchange for Series A Notes in accordance with this Indenture and the
         Exchange Offer, the Guarantees by the Guarantors of the Exchange Notes
         shall be valid and binding obligations of the Guarantors, enforceable
         against the Guarantors in accordance with their terms except as the
         enforceability thereof may be limited by (x) bankruptcy, fraudulent
         transfer, insolvency, reorganization, moratorium or similar laws
         affecting creditors' rights generally and (y) equitable principles of
         general applicability (regardless of whether enforceability is
         considered at equity or in law).

                  (47) Legends. The following legends shall appear on the face
of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                           (1) Private Placement Legend.

                                    (1) Except as permitted by subparagraph (B)
         below, each Global Note and each Definitive Note (and all Notes issued
         in exchange therefor or substitution thereof) shall bear the legend in
         substantially the following form:

         "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
         EXEMPT FROM REGISTRATION UNDER THE UNITED

                                       39
<PAGE>
         STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY
         NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
         REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
         THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
         RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
         SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

         "THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A)
         THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
         ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
         BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
         UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
         RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
         144 THEREUNDER (IF AVAILABLE), (IV) TO AN INSTITUTIONAL "ACCREDITED
         INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
         UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
         TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
         AGREEMENTS RELATING THE TRANSFER OF THIS NOTE AND , IF SUCH TRANSFER IS
         IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
         $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH
         TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (V) PURSUANT TO
         AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
         OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
         LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND
         EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
         NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."



                                    (2) Notwithstanding the foregoing, any
         Global Note or Definitive Note issued pursuant to subparagraphs
         (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
         to this Section 2.6 (and all Notes issued in exchange therefor or
         substitution thereof) shall not bear the Private Placement Legend.

                           (2) Global Note Legend. To the extent required by the
Depositary, each Global Note shall bear legends in substantially the following
forms:

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE


                                       40
<PAGE>
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE
         INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
         PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL
         NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
         SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
         TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
         THE COMPANY."

         "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
         DEFINITIVE 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) ("DTC"), TO THE COMPANY
         OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
         OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
         (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
         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."

                           (3) Reg S Temporary Global Note Legend. To the extent
required by the Depositary, each Reg S Temporary Global Note shall bear a legend
in substantially the following form:

         "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
         THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE
         NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
         THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
         GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST
         DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE. NOTHING IN THIS
         LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE."



                                       41
<PAGE>
                  (48) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or cancelled in whole and not in part, each such Global Note shall be returned
to or retained and cancelled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for or transferred to a Person who shall take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement may be made on such Global Note
by the Trustee or by the Depositary at the direction of the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who shall take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement may be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

                  (49) General Provisions Relating to Transfers and Exchanges.

                           (1) To permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order.

                           (2) No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.6, 4.13 and 4.14 hereof).

                           (3) The Registrar shall not be required to register
the transfer of or exchange any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.

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

                           (5) The Company shall not be required (A) to issue,
to register the transfer of or to exchange any Notes during a period beginning
at the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.2 hereof and ending at the close of business on the
day of selection, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (C) to register the transfer of or to
exchange a Note between a Record Date and the next succeeding Interest Payment
Date.




                                       42
<PAGE>
                           (6) Prior to due presentment for the registration of
a transfer of any Note, the Trustee, any Agent and the Company may deem and
treat the Person in whose name any Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or the
Company shall be affected by notice to the contrary.

                           (7) The Trustee shall authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.2 hereof.

                           (8) All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.6
to effect a registration of transfer or exchange may be submitted by facsimile.

                  Notwithstanding anything herein to the contrary, as to any
certifications and certificates delivered to the Registrar pursuant to this
Section 2.6, the Registrar's duties shall be limited to confirming that any such
certifications and certificates delivered to it are in the form of Exhibits A,
B, C and D attached hereto. The Registrar shall not be responsible for
confirming the truth or accuracy of representations made in any such
certifications or certificates.

SECTION II.7      REPLACEMENT NOTES

                  If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee and the Company receive evidence (which evidence may be
from the Trustee) to their satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note if the Trustee's requirements are
met. If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Company may charge for its expenses in replacing a Note. Every replacement Note
is an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

SECTION II.8      OUTSTANDING NOTES

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee (including any Note represented by a Global Note)
except for those cancelled by it or at its direction, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note. If a Note is replaced pursuant to Section 2.7 hereof,
such Note, together with the Guarantee of that particular Note endorsed thereon,
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser. If the principal amount


                                       43
<PAGE>
of any Note is considered paid under Section 4.1 hereof, it ceases to be
outstanding and interest on it ceases to accrue. If the Paying Agent (other than
the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption
date or the maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

SECTION II.9      TREASURY NOTES

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

SECTION II.10     TEMPORARY NOTES

                  Until certificates representing Notes are ready for delivery,
the Company may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes. Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION II.11     CANCELLATION

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Company or an Affiliate of the Company), and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall dispose of such cancelled Notes in
accordance with its customary procedures (subject to the record retention
requirement of the Exchange Act). Certification of the destruction of all
cancelled Notes shall be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

SECTION II.12     DEFAULTED INTEREST

                  Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date plus, to the
extent lawful, any interest payable on the defaulted interest at the rate and in
the manner provided in Section 4.1 hereof and in the Note (herein called
"Defaulted Interest") shall forthwith cease to be payable to the registered
holder on the relevant Record Date, and such Defaulted Interest may be paid by
the Company, at its

                                       44
<PAGE>
election in each case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Notes 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 and the Paying Agent in writing of the
         amount of Defaulted Interest proposed to be paid on each Note and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Paying Agent an amount of cash equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements reasonably satisfactory to the Paying Agent for
         such deposit prior to the date of the proposed payment, such cash when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as provided in this clause (1). Thereupon
         the Paying Agent shall fix a "Special Record Date" for the payment of
         such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Paying Agent of the notice
         of the proposed payment. The Paying Agent shall promptly notify the
         Company and the Trustee of such Special Record Date and, in the name
         and at the expense of the Company, shall cause notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         to be mailed, first-class postage prepaid, to each Holder at its
         address as it appears in the Note register maintained by the Registrar
         not less than 10 days prior to such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest shall
         be paid to the persons in whose names the Notes (or their respective
         predecessor Notes) are registered on such Special Record Date and shall
         no longer be payable pursuant to the following clause (2).

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

                  Subject to the foregoing provisions of this Section 2.12, each
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION II.13     CUSIP NUMBERS

                  The Company in issuing the Notes may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice

                                       45
<PAGE>
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company shall promptly notify the
Trustee of any change in the "CUSIP" numbers.

SECTION II.14      ISSUANCE OF ADDITIONAL NOTES

                   The Company may, subject to Section 4.7 hereof and applicable
law, issue Additional Notes under this Indenture. The Notes issued on the Issue
Date and any additional Notes subsequently issued shall be treated as a single
class for all purposes under this Indenture.


                                   ARTICLE III
                                   REDEMPTION

SECTION III.1      NOTICES TO TRUSTEE

                   If the Company elects to redeem Notes pursuant to the
optional redemption provisions of Section 3.7 hereof, it shall furnish to the
Trustee, at least 30 days (unless a shorter period is acceptable to the Trustee)
but not more than 60 days (unless a longer period is acceptable to the Trustee)
before a redemption date, an Officers' Certificate setting forth (i) the clause
of this Indenture pursuant to which the redemption shall occur, (ii) the
redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the
redemption price.

SECTION III.2      SELECTION OF NOTES TO BE REDEEMED

                   If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes or portions thereof to be redeemed among the
Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or in accordance with any
other method the Trustee considers fair and appropriate. In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Notes not previously called
for redemption.

                   The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes in denominations of larger than $1,000 selected shall be in
amounts of $1,000 or integral multiples of $1,000; except that if all of the
Notes of a Holder are to be redeemed, the entire outstanding amount of Notes
held by such Holder, even if not an integral multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

SECTION III.3      NOTICE OF REDEMPTION


                                       46
<PAGE>
                   Subject to the provisions of Section 3.7 hereof, at least 30
days but not more than 60 days before a redemption date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

                   The notice shall identify the Notes to be redeemed (including
the CUSIP number) and shall state:

                   (50) the redemption date;

                   (51) the redemption price;

                   (52) if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, on or after the
redemption date upon surrender of such Note, a new Note or Notes in principal
amount equal to the unredeemed portion shall be issued upon cancellation of the
original Note;

                   (53) the name and address of the Paying Agent;

                   (54) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

                   (55) that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on
and after the redemption date;

                   (56) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed;
and

                   (57) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.

                   At the Company's request, the Trustee shall give the notice
of redemption in the Company's name and at its expense; provided, however, that
the Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date (unless a shorter period shall be acceptable to the Trustee), an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

SECTION III.4      EFFECT OF NOTICE OF REDEMPTION

                   Once notice of redemption is mailed in accordance with
Section 3.3 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price. A notice of redemption
may not be conditional.

SECTION III.5      DEPOSIT OF REDEMPTION PRICE


                                       47
<PAGE>
                   On the Business Day immediately prior to the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent immediately
available funds sufficient to pay the redemption price of and accrued and unpaid
interest (and Liquidated Damages, if any) on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued and unpaid
interest (and Liquidated Damages, if any) on, all Notes to be redeemed.

                   If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest Record Date but on or prior to the related Interest
Payment Date, then any accrued and unpaid interest (and Liquidated Damages, if
any) shall be paid to the Person in whose name such Note was registered at the
close of business on such Record Date. If any Note called for redemption shall
not be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid on the
unpaid principal, from the redemption date until such principal is paid, and to
the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.1 hereof.

SECTION III.6      NOTES REDEEMED IN PART

                   Upon surrender of a Note that is redeemed in part, the
Company shall issue and, upon receipt of an Authentication Order, the Trustee
shall authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed portion of the Note surrendered.

SECTION III.7      OPTIONAL REDEMPTION

                   (a) Except as set forth in clause (b) of this Section 3.7,
the Company shall not have the option to redeem the Notes pursuant to this
Section 3.7 prior to December 15, 2004. The Notes shall be redeemable for cash
at the option of the Company, in whole or in part, at any time on or after
December 15, 2004, upon not less than 30 days nor more than 60 days prior notice
mailed by first class mail to each Holder at its last registered address, at the
following redemption prices (expressed as percentages of the principal amount)
if redeemed during the periods indicated below, in each case (subject to the
right of Holders of record on a Record Date to receive the corresponding
interest due (and the corresponding Liquidated Damages, if any) on the
corresponding Interest Payment Date that is on or prior to such redemption date)
together with accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of redemption of the Notes (the "Redemption Date"):


<TABLE>
<CAPTION>
            PERIOD                                                                      PERCENTAGE
            ------                                                                      ----------
<S>                                                                                     <C>
            December 15, 2004 through December 15, 2005......................             106.000%

            December 15, 2005 through maturity...............................             100.000%
</TABLE>


                                       48
<PAGE>

                  (b) Notwithstanding the provisions of clause (a) of this
Section 3.7, at any time or from time to time on or prior to December 15, 2004,
upon the consummation of an Equity Offering of the Company's common stock for
cash, up to 35% of the aggregate principal amount of the Notes issued pursuant
to this Indenture (only as necessary to avoid any duplication, excluding any
replacement Notes) may be redeemed at the Company's option within 90 days of
such Equity Offering, on not less than 30 days, but not more than 60 days,
notice to each Holder of the Notes to be redeemed, with cash received by the
Company from the Net Cash Proceeds of such Equity Offering, at a redemption
price equal to 112% of principal, together with accrued and unpaid interest and
Liquidated Damages, if any, thereon to the Redemption Date; provided, however,
that immediately following such redemption not less than 65% of the aggregate
principal amount of the Notes originally issued pursuant to this Indenture on
the Issue Date remain outstanding (only as necessary to avoid any duplication,
excluding any replacement Notes).

                  (c) Any redemption pursuant to this Section 3.7 shall be made
pursuant to the provisions of Sections 3.1 through 3.6 hereof.

SECTION III.8     NO MANDATORY REDEMPTION

                  The Company shall not be required to make mandatory redemption
payments with respect to the Notes (however, the Company is required to offer to
repurchase Notes in accordance with the provisions of Sections 4.13 and 4.14
below). The Notes shall not have the benefit of any sinking fund.


                                   ARTICLE IV
                                    COVENANTS


SECTION IV.1      PAYMENT OF NOTES

                  The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 12:00 noon Eastern time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement and
herein.

                  The Company shall pay interest (including Accrued Bankruptcy
Interest in any proceeding under any Bankruptcy Law) on overdue principal at the
then applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including Accrued Bankruptcy Interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated

                                       49
<PAGE>
Damages, if any, (without regard to any applicable grace period) at the same
rate to the extent lawful.

SECTION IV.2      MAINTENANCE OF OFFICE OR AGENCY

                  The Company and the Guarantors shall maintain in the Borough
of Manhattan, The City of New York, an office or agency (which may be an office
of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where
Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company and the Guarantors in respect of the
Notes and this Indenture may be served. The Company and the Guarantors shall
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 and the
Guarantors shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office.

                  The Company and the Guarantors may also from time to time
designate one or more other offices or agencies where the Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind
such additional designations; provided that no such designation or rescission
shall in any manner relieve the Company and the Guarantors of their obligation
to maintain an office or agency in the Borough of Manhattan, The City of New
York. The Company and the Guarantors shall 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.

                  The Company hereby designates the Corporate Trust Office as
one such office or agency of the Company in accordance with Section 2.3 hereof.

SECTION IV.3      SEC REPORTS AND REPORTS TO HOLDERS

                  Whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes
are outstanding, the Company shall deliver to the Trustee annual and quarterly
financial statements substantially equivalent to financial statements that would
have been included in reports filed with the Commission, if the Company were
subject to the requirements of Section 13 or 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by the
Company's certified independent public accountants as such would be required in
such reports to the Commission, and, in each case, together with a management's
discussion and analysis of financial condition and results of operations which
would be so required and, unless the Commission shall not accept such reports,
file with the Commission the annual, quarterly and other reports which it is or
would have been required to file with the Commission. This obligation may be
satisfied by Holdings delivering and filing its statements and reports so long
as it owns all of the Company's Capital Stock. In addition, the Company and the
Guarantors agree that, prior to consummation of the Exchange Offer, they shall
make available to the holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule

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<PAGE>
144A(d)(4) under the Securities Act.

SECTION IV.4      COMPLIANCE CERTIFICATE

                  (58) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate signed by the
principal financial officer, the principal executive officer or principal
accounting officer stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company and its Subsidiaries have kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to his or her knowledge the Company and its
Subsidiaries are not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred and be continuing, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto. The
Company shall provide the Trustee with timely written notice of any change in
its fiscal year end, which is currently February 3.

                  (b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, within five Business Days of any Officer
becoming aware of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

SECTION IV.5      TAXES

                  The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment would not
have a material adverse effect on the ability of the Company and the Guarantors
to satisfy their obligations under the Notes, the Guarantees and this Indenture.

SECTION IV.6      STAY, EXTENSION AND USURY LAWS

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any
such law, 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 has been enacted.


                                       51
<PAGE>
SECTION IV.7      LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND
         DISQUALIFIED CAPITAL STOCK

                  Except as set forth in this Section 4.7,

                  (59) the Company shall not and the Subsidiary Guarantors shall
not, and neither the Company nor the Subsidiary Guarantors shall permit any of
the Company's Subsidiaries to, directly or indirectly, issue, assume, guaranty,
incur, become directly or indirectly liable with respect to (including as a
result of an Acquisition), or otherwise become responsible for, contingently or
otherwise (individually and collectively, to "incur" or, as appropriate, an
"incurrence"), any Indebtedness (including Disqualified Capital Stock and
Acquired Indebtedness), other than Permitted Indebtedness.

                           Notwithstanding the foregoing if:

                  (1) no Default or Event of Default shall have occurred and be
         continuing at the time of, or would occur as a consequence of such
         incurrence of Indebtedness; and

                  (2) on the date of such incurrence (the "Incurrence Date"),
         the Company's Consolidated Coverage Ratio for the Reference Period
         immediately preceding the Incurrence Date, after giving effect on a pro
         forma basis to such incurrence of such Indebtedness and the use of
         proceeds thereof, would be at least 2.25 to 1.0 (the "Debt Incurrence
         Ratio"),

then the Company and the Subsidiary Guarantors may incur such Indebtedness
(including Disqualified Capital Stock).

                  (60) The foregoing limitations of Section 4.7(a) hereof shall
not prohibit:


                  (1) the Company's incurrence or the incurrence by any
         Subsidiary Guarantor of Purchase Money Indebtedness; provided, that;

                           (1) the aggregate amount of such Indebtedness
incurred and outstanding at any time pursuant to this Section 4.7(b)(1) (plus
any Refinancing Indebtedness issued to retire, defease, refinance, replace or
refund such Indebtedness) shall not exceed $25.0 million; and

                           (2) in each case, such Indebtedness shall not
constitute more than 100% of the Company's cost or the cost to such Subsidiary
Guarantor, (determined in accordance with GAAP in good faith by the Company's
Board of Directors), as applicable, of the property so purchased, constructed,
improved or leased;

                  (2) the Company's incurrence or the incurrence by any
         Subsidiary Guarantor of Indebtedness in an aggregate amount outstanding
         at any time pursuant to

                                       52
<PAGE>
         this Section 4.7(b)(2) (plus any Refinancing Indebtedness incurred to
         retire, defease, refinance, replace or refund such Indebtedness) of up
         to $30.0 million;

                  (3) the Company's incurrence or the incurrence by any
         Subsidiary Guarantor of Indebtedness pursuant to the Credit Agreement
         in an aggregate amount incurred and outstanding at any time pursuant to
         this Section 4.7(b)(3) (plus any Refinancing Indebtedness incurred to
         retire, defease, refinance, replace or refund such Indebtedness) of up
         to $300.0 million, minus the amount of any such Indebtedness retired
         with the Net Cash Proceeds from any Asset Sale applied to permanently
         reduce the outstanding amounts or commitments with respect to such
         Indebtedness pursuant to Section 4.13(b)(2) hereof.

         Indebtedness (including Disqualified Capital Stock) of any Person which
is outstanding at the time such Person becomes one of the Company's Subsidiaries
(including upon designation of any subsidiary or other Person as a Subsidiary)
or is merged with or into or consolidated with the Company or one of the
Company's Subsidiaries shall be deemed to have been incurred at the time such
Person becomes or is designated one of the Company's Subsidiaries or is merged
with or into or consolidated with the Company or one of the Company's
Subsidiaries, as applicable.

         Notwithstanding any other provision of this Section 4.7, but only to
avoid duplication, a guarantee of the Company's Indebtedness or of the
Indebtedness of another Subsidiary Guarantor incurred in accordance with the
terms of this Indenture shall not constitute a separate incurrence, or amount
outstanding, of Indebtedness. For purposes of determining compliance with this
Section 4.7, in the event that an item of Indebtedness meets the criteria of
more than one of the categories of Permitted Indebtedness or described in
Sections 4.7(b)(1) - (3) hereof or is entitled to be incurred pursuant to
Section 4.7(a) hereof, the Company shall, in the Company's sole discretion,
classify (or later reclassify) such item of Indebtedness in any manner that
complies with this Section 4.7.

         Notwithstanding anything contained herein to the contrary, the Company
shall not and the Guarantors shall not incur any Indebtedness that is
contractually subordinate to any of the Company's other Indebtedness or the
other Indebtedness of any Guarantor unless such Indebtedness is at least as
contractually subordinate to the Notes and the Guarantees, as applicable.

SECTION IV.8      LIMITATION ON LIENS

         The Company shall not and the Subsidiary Guarantors shall not, and
neither the Company nor the Subsidiary Guarantors shall permit any of the
Company's Subsidiaries to, create, incur, assume or suffer to exist any Lien of
any kind, other than Permitted Liens, upon any of their respective assets now
owned or acquired on or after the date of this Indenture or upon any income or
profits therefrom, unless the Company provides, and causes the Company's
Subsidiaries to provide, concurrently therewith, that the Notes and the
applicable Subsidiary Guarantees are equally and ratably so secured; provided
that if such Lien secures Subordinated Indebtedness, the Lien shall be
contractually subordinate and junior to the Lien securing the

                                       53
<PAGE>
Notes (and any related applicable Subsidiary Guarantees) with the same relative
priority as such Subordinated Indebtedness shall have with respect to the Notes
(and any related applicable Subsidiary Guarantees), and provided, further, that
this Section 4.8 shall not be applicable to any Liens securing any Indebtedness
which constitutes Acquired Indebtedness and which was in existence at the time
of such transaction (unless such Indebtedness was incurred or such Lien created
in connection with or in contemplation of, such transaction), so long as such
Liens do not extend to or cover any of the Company's property or assets or any
property or assets of any of the Company's Subsidiaries other than property or
assets acquired in such transaction.

SECTION IV.9      LIMITATION ON RESTRICTED PAYMENTS

                  (61) The Company shall not and the Subsidiary Guarantors shall
not, and neither the Company nor the Subsidiary Guarantors shall permit any of
the Company's Subsidiaries to, directly or indirectly, make any Restricted
Payment if, after giving effect to such Restricted Payment:

                  (1) a Default or an Event of Default shall have occurred and
         be continuing;

                  (2) the Company is not permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Debt Incurrence Ratio in
         Section 4.7 hereof after giving pro forma effect to such Restricted
         Payment as if such Restricted Payment had been made at the beginning of
         the applicable four-quarter period; or

                  (3) the aggregate amount of all Restricted Payments made by
         the Company and the Company's Subsidiaries, including after giving
         effect to such proposed Restricted Payment, on and after the Issue
         Date, would exceed, without duplication, the sum of:

                           (1) 50% of the Company's aggregate Consolidated Net
         Income for the period (taken as one accounting period), commencing on
         the first day of the fiscal quarter in which the Issue Date occurred,
         to and including the last day of the fiscal quarter ended immediately
         prior to the date of each such calculation for which internal financial
         statements are available (or, in the event Consolidated Net Income for
         such period is a deficit, then minus 100% of such deficit); plus

                           (2) the aggregate Net Cash Proceeds received by the
         Company from a Capital Contribution or from the sale of the Company's
         Equity Interests (other than Disqualified Capital Stock) (other than
         (i) to one of the Company's Subsidiaries, (ii) to the extent applied in
         connection with a Qualified Exchange or a Permitted Investment pursuant
         to clause (e) of the definition of "Permitted Investment" hereof or, to
         avoid duplication, otherwise given credit for in any provision of
         Section 4.9(b) hereof, and (iii) any Net Cash Proceeds received by the
         Company from the Existing Convertible Debentures, the use of proceeds
         thereof, or any cancellation, conversion or retirement thereof), after
         the Issue Date; plus


                                       54
<PAGE>
                           (3) except in each case, in order to avoid
         duplication, to the extent any such payment or proceeds have been
         included in the calculation of Consolidated Net Income and the
         computation under Section 4.9(a)(3)(A) hereof, an amount equal to the
         net reduction in Investments (other than returns of or from Permitted
         Investments) in any Person resulting from cash distributions on or cash
         payments in respect of any Investments (other than Permitted
         Investments), including payments of interest on Indebtedness,
         dividends, repayments of loans or advances, or other distributions or
         other transfers of assets, in each case to the Company or any
         Subsidiary or from the Net Cash Proceeds from the sale of any such
         Investment or from redesignations of Unrestricted Subsidiaries as
         Subsidiaries (valued in each case as provided in the definition of
         "Investments"), less the cost of disposition; plus

                           (4) $15.0 million.

                  (62) Section 4.9(a) above, however, shall not prohibit:

                  (1) Permitted Payments to Holdings;

                  (2) any dividend, distribution or other payments by any of the
         Company's Subsidiaries on its Equity Interests that is paid pro rata to
         all holders of such Equity Interests;

                  (3) a Qualified Exchange; or

                  (4) the payment of any dividend on Equity Interests within 60
         days after the date of its declaration if such dividend could have been
         made on the date of such declaration in compliance with the foregoing
         provisions.

         The full amount of any Restricted Payment made pursuant to Sections
4.9(b)(1) (other than payments pursuant to clause (B) of the definition of
"Permitted Payments to Holdings" hereof), 4.9(b)(2) and 4.9(b)(4) (but not
pursuant to Section 4.9(b)(3)), however, shall be counted as Restricted Payments
made for purposes of the calculation of the aggregate amount of Restricted
Payments available to be made referred to in Section 4.9(a)(3) hereof.

                  (63) For purposes of this Section 4.9, the amount of any
Restricted Payment made or returned, if other than in cash, shall be the fair
market value thereof, as determined in the good faith reasonable judgment of the
Company's Board of Directors, unless stated otherwise, at the time made or
returned, as applicable. Additionally, within 5 days of making each Restricted
Payment the Company shall deliver an Officers' Certificate to the Trustee
describing in reasonable detail the nature of such Restricted Payment, stating
the amount of such Restricted Payment, stating in reasonable detail the
provisions of this Indenture pursuant to which such Restricted Payment was made
and certifying that such Restricted Payment was made in compliance with the
terms of this Indenture.

SECTION IV.10     LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
         AFFECTING

                                       55
<PAGE>
         SUBSIDIARIES

         The Company shall not and the Subsidiary Guarantors shall not, and
neither the Company nor the Subsidiary Guarantors shall permit any of the
Company's Subsidiaries to, directly or indirectly, create, assume or suffer to
exist any consensual restriction on the ability of any of the Company's
Subsidiaries to pay dividends or make other distributions to or on behalf of, or
to pay any obligation to or on behalf of, or otherwise to transfer assets or
property to or on behalf of, or make or pay loans or advances to or on behalf
of, the Company or any of the Company's Subsidiaries, except:

                  (1) restrictions imposed by the Notes or this Indenture;

                  (2) restrictions imposed by applicable law;

                  (3) existing restrictions under Existing Indebtedness;

                  (4) restrictions under any Acquired Indebtedness not incurred
         in violation of this Indenture or any agreement (including any Equity
         Interest) relating to any property, asset, or business acquired by the
         Company or any of the Company's Subsidiaries, which restrictions in
         each case existed at the time of acquisition, were not put in place in
         connection with or in anticipation of such acquisition and are not
         applicable to any Person, other than the Person acquired, or to any
         property, asset or business, other than the property, assets and
         business so acquired;

                  (5) any restriction imposed by Indebtedness incurred under the
         Credit Agreement pursuant to Section 4.7 hereof; provided, that such
         restriction or requirement is no less favorable to the Holders of the
         Notes taken as a whole than that imposed by the Credit Agreement as of
         the Issue Date;

                  (6) restrictions imposed pursuant to a binding agreement which
         has been entered into for the sale or disposition of Equity Interests
         or assets of the Company or any of its Subsidiaries; provided, that
         such restrictions apply solely to the Equity Interests or assets of the
         Company or the applicable Subsidiary which are being sold;

                  (7) restrictions on transfer contained in Purchase Money
         Indebtedness incurred pursuant to Section 4.7(b)(1); provided, that
         such restrictions relate only to the transfer of the property acquired,
         constructed, installed or improved with the proceeds of such Purchase
         Money Indebtedness; and

                  (8) in connection with and pursuant to Refinancing
         Indebtedness, replacements of restrictions imposed pursuant the
         agreements governing such Refinancing Indebtedness that are not less
         favorable to the Holders of the Notes taken as a whole than those being
         replaced.

         Notwithstanding the foregoing, (a) customary provisions restricting
subletting or

                                       56
<PAGE>
assignment of any lease or other contract entered into in the ordinary course of
business, consistent with industry practice may apply to such lease or other
contract and (b) any asset subject to a Lien which is not prohibited to exist
with respect to such asset pursuant to the terms of this Indenture may be
subject to customary restrictions on the transfer or disposition thereof
pursuant to such Lien.

SECTION IV.11     LIMITATION ON LINES OF BUSINESS

         Neither the Company nor any of the Company's Subsidiaries shall
directly or indirectly engage to any substantial extent in any line or lines of
business activity other than that which, in the reasonable good faith judgment
of the Company's Board of Directors, is a Related Business.

SECTION IV.12     LIMITATION ON TRANSACTIONS WITH AFFILIATES

         On or after the Issue Date the Company shall not, and shall not permit
any of the Company's Subsidiaries to sell, lease, transfer or otherwise dispose
of any of its properties or assets to, or purchase any property or assets from,
or enter into or make any contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an
"Affiliate Transaction") other than Exempted Affiliate Transactions, unless (i)
such Affiliate Transaction is on terms that are no less favorable to the Company
or the relevant Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Subsidiary with an unrelated
Person, and (ii) the Company delivers to the Trustee (A) with respect to any
Affiliate Transaction entered into after the Issue Date involving aggregate
consideration in excess of $500,000, a resolution of the Board of Directors set
forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors
and (B) with respect to any Affiliate Transaction involving aggregate
consideration in excess of $3 million, an opinion as to the fairness to the
Company or such Subsidiary of such Affiliate Transaction from a financial point
of view issued by an investment banking firm of national standing.

SECTION IV.13     LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK

                  (64) The Company shall not and the Subsidiary Guarantors shall
not, and neither the Company nor the Subsidiary Guarantors shall permit any of
the Company's Subsidiaries to, in one or a series of related transactions with
respect to assets or Equity Interests that have a fair market value of $1.5
million or more, convey, sell, transfer, assign or otherwise dispose of,
directly or indirectly, any of their property, business or assets, including by
merger or consolidation (in the case of a Subsidiary Guarantor or one of the
Company's Subsidiaries), and including any sale or other transfer or issuance of
any Equity Interests of any of the Company's Subsidiaries or Equity Interests of
any of the Company's Unrestricted Subsidiaries owned by the Company or any of
the Company's Subsidiaries and including any sale and leaseback transaction (any
of the foregoing, an "Asset Sale"), unless:

                  (1) at least 80% of the total consideration for such Asset
         Sale or series of

                                       57
<PAGE>
         related Asset Sales consists of cash or Cash Equivalents, or Related
         Business Assets; and

                  (2) the Company determines in good faith that the Company
         receives or such Subsidiary receives, as applicable, fair market value
         for such Asset Sale.

For purposes of clause (1) above, total consideration received means the total
consideration received for such Asset Sale, minus (a) any liabilities (as shown
on the Company's or such Subsidiary's most recent balance sheet) of the Company
or any Subsidiary (other than contingent liabilities and liabilities that are by
their terms subordinated to the Notes or any Subsidiary Guarantee) that are
assumed by the transferee of any such assets pursuant to a customary agreement
that releases the Company or such Subsidiary from further liability minus (b)
the fair market value of property that within 30 days of such Asset Sale is
converted into cash or Cash Equivalents; provided, that such cash and Cash
Equivalents shall be treated as Net Cash Proceeds attributable to the original
Asset Sale for which such property was received.

                  (65) Within 300 days following such Asset Sale or the receipt
of such Net Cash Proceeds, the Net Cash Proceeds therefrom (the "Asset Sale
Amount") shall be:

                  (1) invested (or committed, pursuant to a binding commitment
         subject only to reasonable, customary closing conditions, to be
         invested, and in fact is so invested, within an additional 30 days) in
         Additional Assets (except in connection with the acquisition of a
         Subsidiary which is a Subsidiary Guarantor in a Related Business other
         than notes, bonds, obligation and securities) or used to make Permitted
         Investments other than those under clauses (a), (b), and (c) under the
         definition of "Permitted Investments" hereof, which in the good faith
         reasonable judgment of the Company's Board of Directors shall
         immediately constitute or be a part of a Related Business of the
         Company or its Subsidiaries following such transaction; or

                  (2) used to retire (i) Purchase Money Indebtedness secured by
         the asset which was the subject of the Asset Sale, or (ii) Indebtedness
         outstanding under the Credit Agreement and to permanently reduce the
         amount of such Indebtedness permitted to be incurred pursuant to
         Section 4.7(b)(3) hereof; or

                  (3) applied to the optional redemption of the Notes in
         accordance with the terms of this Indenture and the repurchase and
         redemption of the Company's other Indebtedness ranking on a parity with
         the Notes pro rata in proportion to the respective principal amounts
         (or accreted values in the case of Indebtedness issued with an original
         issue discount) of the Notes and such other Indebtedness then
         outstanding.

Pending the final application of any Net Cash Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net Cash
Proceeds in any manner that is not prohibited by this Indenture.

                  (66) The accumulated Net Cash Proceeds from Asset Sales not
applied as set forth in Sections 4.13(b)(1), (2) or (3) hereof shall constitute
"Excess Proceeds". Within 30 days

                                       58
<PAGE>
after the date that the amount of Excess Proceeds exceeds $5,000,000 million,
which date shall not be prior to 330 days after to the Asset Sale that generated
such Excess Proceeds, the Company shall apply the Excess Proceeds (the "Asset
Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness
ranking on a parity with the Notes and with similar provisions requiring the
Company to make an offer to purchase such Indebtedness with the proceeds from
such Asset Sale pursuant to a cash offer (subject only to conditions required by
applicable law, if any) (pro rata in proportion to the respective principal
amounts (or accreted values in the case of Indebtedness issued with an original
issue discount) of the Notes and such other Indebtedness then outstanding) (the
"Asset Sale Offer") at a purchase price of 100% of the principal amount (or
accreted value in the case of Indebtedness issued with an original issue
discount) (the "Asset Sale Offer Price") together with accrued and unpaid
interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale
Offer shall remain open for 20 Business Days following its commencement (the
"Asset Sale Offer Period").

                  (67) Upon expiration of the Asset Sale Offer Period, the
Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued
and unpaid interest and Liquidated Damages, if any, to the purchase of all
Indebtedness properly tendered in accordance with the provisions hereof (on a
pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all
Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued
interest and Liquidated Damages, if any). To the extent that the aggregate
amount of Notes and such other pari passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may
invest any remaining Net Cash Proceeds for general corporate purposes as
otherwise permitted by this Indenture and following the consummation of each
Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

         Notwithstanding, and without complying with, the provisions of this
Section 4.13:

                  (1) the Company may and the Company's Subsidiaries may, in the
         ordinary course of business, (a) convey, sell, transfer, assign or
         otherwise dispose of inventory and other assets acquired and held for
         resale in the ordinary course of business and (b) liquidate Cash
         Equivalents;

                  (2) the Company may and the Company's Subsidiaries may convey,
         sell, transfer, assign or otherwise dispose of assets pursuant to and
         in accordance with Section 5.1 hereof;

                  (3) the Company may and the Company's Subsidiaries may sell or
         dispose of property that is damaged, worn out, obsolete or otherwise
         unsuitable for use in the ordinary course of the Company's business;

                  (4) the Company may and the Company's Subsidiaries may convey,
         sell, transfer, assign or otherwise dispose of assets to the Company or
         any of the Subsidiary Guarantors, and Subsidiaries that are not
         Guarantors may convey, sell, transfer, assign or otherwise dispose of
         assets to any Wholly Owned Subsidiaries;


                                       59
<PAGE>
                  (5) the Company may and each of the Company's Subsidiaries may
         surrender or waive contract rights or settle, release or surrender
         contract, tort or other litigation claims or grant Liens (and permit
         foreclosure thereon) not prohibited by this Indenture;

                  (6) each of the Company's Subsidiaries may issue Equity
         Interests to the Company or to a Subsidiary Guarantor;

                  (7) the Company may and the Company's Subsidiaries may make
         Restricted Payments that are not prohibited by Section 4.9 hereof; and

                  (8) the Company may and the Company's Subsidiaries may grant
         in the ordinary course of business any non-exclusive license of
         patents, trademarks, registrations therefor and other similar
         intellectual property.

         Any Asset Sale Offer shall be made in compliance with all applicable
laws, rules, and regulations, including, if applicable, Regulation 14E of the
Exchange Act and the rules and regulations thereunder and all other applicable
Federal and state securities laws. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.13, the Company's compliance or the compliance of any of the Company's
Subsidiaries with such laws and regulations shall not in and of itself cause a
breach of the Company's obligations under this Section 4.13.

         If the payment date in connection with an Asset Sale Offer hereunder is
on or after an interest payment Record Date and on or before the associated
Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages,
if any, due on such Interest Payment Date) shall be paid to the Person in whose
name a Note is registered at the close of business on such Record Date.

SECTION IV.14     REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE
         OF CONTROL

         In the event that a Change of Control has occurred, each Holder of
Notes shall have the right, at such Holder's option, pursuant to an offer
(subject only to conditions required by applicable law, if any) by the Company
(the "Change of Control Offer"), to require the Company to repurchase all or any
part of such Holder's Notes (provided, that the principal amount of such Notes
must be $1,000 or an integral multiple thereof) at a cash price equal to 101% of
the principal amount thereof (the "Change of Control Purchase Price"), together
with accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase (the "Change of Control Purchase Date").

         The Change of Control Offer shall be made within 10 Business Days
following a Change of Control and shall remain open for 20 Business Days
following its commencement (the "Change of Control Offer Period"). No later than
Five Business Days after expiration of the Change of Control Offer Period, the
Company shall purchase all Notes properly tendered in

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<PAGE>
response to the Change of Control Offer.

         Notwithstanding the foregoing, the Company shall not be required to
make a Change of Control Offer if 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.

         On or before the Change of Control Purchase Date, the Company shall, to
the extent lawful:

                  (9) accept for payment Notes or portions thereof properly
         tendered pursuant to the Change of Control Offer;

                  (10) deposit with the Paying Agent cash sufficient to pay the
         Change of Control Purchase Price (together with accrued and unpaid
         interest and Liquidated Damages, if any,) of all Notes or portions so
         tendered; and

                  (11) deliver to the Trustee the Notes so accepted together
         with an Officers' Certificate listing the Notes or portions thereof
         being purchased by the Company.

         The Paying Agent promptly shall pay the Holders of Notes so accepted an
amount equal to the Change of Control Purchase Price (together with accrued and
unpaid interest and Liquidated Damages, if any,) and the Trustee promptly shall
authenticate and deliver to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered. Any Notes not so accepted shall
be delivered promptly by the Company to the Holder thereof. The Company publicly
shall announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Purchase Date.

         Any Change of Control Offer shall be made in compliance with all
applicable laws, rules and regulations, including, if applicable, Regulation 14E
under the Exchange Act and the rules thereunder and all other applicable Federal
and state securities laws. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.14, the
Company's compliance or compliance by any of the Guarantors with such laws and
regulations shall not in and of itself cause a breach of their obligations under
this Section 4.14.

         If the Change of Control Purchase Date hereunder is on or after an
interest payment Record Date and on or before the associated Interest Payment
Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on
such Interest Payment Date shall be paid to the Person in whose name a Note is
registered at the close of business on such Record Date.

SECTION IV.15     SUBSIDIARY GUARANTORS

         All of the Company's present and future Subsidiaries (other than
Foreign Subsidiaries) jointly and severally shall guaranty all principal,
premium, if any, and interest on the Notes on a senior basis. The term
Subsidiary does not include Unrestricted Subsidiaries.


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         Notwithstanding anything in this Indenture to the contrary, if any of
the Company's Subsidiaries (including Foreign Subsidiaries) that is not a
Subsidiary Guarantor guarantees any of the Company's other Indebtedness or any
other Indebtedness of any Guarantor or any Subsidiary of Holdings, or the
Company or any of the Company's Subsidiaries, individually or collectively,
pledges more than 65% of the Voting Equity Interests of a Subsidiary (including
Foreign Subsidiaries) that is not a Subsidiary Guarantor to a lender to secure
the Company's Indebtedness or any Indebtedness of any Subsidiary Guarantor, then
such Subsidiary must become a Subsidiary Guarantor.

SECTION IV.16     LIMITATION ON STATUS AS INVESTMENT COMPANY

                  The Company and its Subsidiaries shall be prohibited from
being required to register as an "investment company" (as that term is defined
in the Investment Company Act), or from otherwise becoming subject to regulation
under the Investment Company Act.

SECTION IV.17     MAINTENANCE OF PROPERTIES

                  The Company and the Guarantors shall cause all material
properties used or useful to the conduct of their business and the business of
each of their Subsidiaries to be maintained and kept in good condition, repair
and working order (reasonable wear and tear excepted) and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in their reasonable
judgment may be necessary, so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that
nothing in this Section 4.17 shall prevent the Company or any Guarantor from
discontinuing any operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is (a) (i) in the
judgment of the Company, desirable in the conduct of the business of such entity
and (ii) would not have a material adverse effect on the ability of the Company
and the Guarantors to satisfy their obligations under the Notes, the Guarantees
and this Indenture, and, to the extent applicable, (b) as otherwise permitted
under Section 4.13 hereof.

SECTION IV.18     CORPORATE EXISTENCE

                  Subject to Section 4.13 hereof and Article V hereof, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof
would not have a material adverse effect on the ability of the Company and the
Guarantors to satisfy their obligations under the

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Notes, the Guarantees and this Indenture.

SECTION IV.19     CALCULATION OF ORIGINAL ISSUE DISCOUNT

                  The Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                    ARTICLE V
                                   SUCCESSORS

SECTION V.1       MERGER, CONSOLIDATION OR SALE OF ASSETS

         The Company shall not consolidate with or merge with or into another
Person or, directly or indirectly, sell, lease, convey or transfer all or
substantially all of the Company's assets (such amounts to be computed on a
consolidated basis), whether in a single transaction or a series of related
transactions, to another Person or group of affiliated Persons, unless:

                  (12) either (a) the Company is the continuing entity or (b)
         the resulting, surviving or transferee entity is a corporation
         organized under the laws of the United States, any state thereof or the
         District of Columbia and expressly assumes by supplemental indenture
         all of the Company's obligations in connection with the Notes and this
         Indenture;

                  (13) no Default or Event of Default shall exist or shall occur
         immediately after giving effect to such transaction;

                  (14) immediately after giving effect to such transaction, the
         Consolidated Net Worth of the consolidated surviving or transferee
         entity is at least equal to the Company's Consolidated Net Worth
         immediately prior to such transaction;

                  (15) such transaction is solely the merger of the Company and
         one of the Company's previously existing Wholly Owned Subsidiaries
         which is also a Subsidiary Guarantor for the purpose of reincorporation
         into another jurisdiction and which transaction is not for the purpose
         of evading this Section 5.1 and not in connection with any other
         transaction, immediately after giving effect to such transaction on a
         pro forma basis as if such transaction had occurred at the beginning of
         the applicable four-quarter period, the consolidated resulting,
         surviving or transferee entity would immediately thereafter be
         permitted to incur at least $1.00 of additional Indebtedness pursuant
         to the Debt Incurrence Ratio set forth in Section 4.7 herein or, if
         not, the Debt Incurrence Ratio on a pro forma basis is at least equal
         to the Debt Incurrence Ratio immediately prior thereto; and


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                  (16) each Guarantor not released pursuant to this Indenture in
         connection with such transaction shall have confirmed in writing to the
         Trustee that its Guarantee shall apply to the obligations of the
         Company or the surviving entity in accordance with the Notes and this
         Indenture.

SECTION V.2       SUCCESSOR CORPORATION SUBSTITUTED

                  Upon any consolidation or merger or any transfer of all of the
Company's assets in accordance with the foregoing, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to and (except in the case of a lease) be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named therein as the Company, and (except in the case of a lease) the Company
shall be released from the obligations under the Notes and this Indenture except
with respect to any obligations that arise from, or are related to, such
transaction.

         For purposes of this Section 5.2, the transfer (by lease, assignment,
sale or otherwise) of all or substantially all of the properties and assets of
one or more Subsidiaries, the Company's interest in which constitutes all or
substantially all of the Company's properties and assets, to another Person
shall be deemed to be the transfer of all or substantially all of the Company's
properties and assets.



                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION VI.1      EVENTS OF DEFAULT

                  "Event of Default," wherever used herein, means any one of the
following events:

                  (17) the Company's failure to pay any installment of interest
         (or Liquidated Damages, if any) on the Notes as and when the same
         becomes due and payable and the continuance of any such failure for 30
         days;

                  (18) the Company's failure to pay all or any part of the
         principal, or premium, if any, on the Notes when and as the same
         becomes due and payable at maturity, redemption, by acceleration or
         otherwise, including, without limitation, payment of the Change of
         Control Purchase Price or the Asset Sale Offer Price, on Notes validly
         tendered and not properly withdrawn pursuant to a Change of Control
         Offer or Asset Sale Offer, as applicable;

                  (19) the Company's failure to observe or perform any other
         covenant or

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         agreement contained in the Notes or this Indenture, including the
         provisions of Sections 4.13 and 4.14 hereof and the continuance of such
         failure for a period of 45 days after written notice is given to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least 25% in aggregate principal amount of the Notes outstanding;

                  (20) a court having jurisdiction in the premises enters a
         decree or order for (a) relief in respect of the Company or any
         Significant Subsidiary in an involuntary case under any applicable
         Bankruptcy Law now or hereafter in effect, (b) appointment of a
         receiver, liquidator, assignee, custodian, trustee, sequestrator or
         similar official of the Company or any Significant Subsidiary or for
         all or substantially all of the property and assets of the Company or
         any Significant Subsidiary or (c) the winding up or liquidation of the
         affairs of the Company or any Significant Subsidiary and, in each case,
         such decree or order shall remain unstayed and in effect for a period
         of 60 consecutive days;

                  (21) the Company or any Significant Subsidiary (a) commences a
         voluntary case under any applicable Bankruptcy Law now or hereafter in
         effect, or consents to the entry of an order for relief in an
         involuntary case under any such law, (b) consents to the appointment of
         or taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator or similar official of the Company or any
         Significant Subsidiary or for all or substantially all of the property
         and assets of the Company or any Significant Subsidiary or (c) effects
         any general assignment for the benefit of creditors.

                  (22) a default in the Company's Indebtedness or the
         Indebtedness of any of the Company's Subsidiaries with an aggregate
         amount outstanding in excess of $10.0 million (a) resulting from the
         failure to pay principal at maturity or (b) as a result of which the
         maturity of such Indebtedness has been accelerated prior to its stated
         maturity;

                  (23) final unsatisfied judgments not covered by insurance
         aggregating in excess of $10.0 million, at any one time rendered
         against the Company or any of the Company's Subsidiaries and not
         stayed, bonded or discharged within 60 days;

                  (24) the Parent Guarantee of the Parent Guarantor ceases to be
         in full force and effect or becomes unenforceable or invalid or is
         declared null and void (other than in accordance with the terms of the
         Parent Guarantee and this Indenture) or the Parent Guarantor denies or
         disaffirms its obligations under the Parent Guarantee and such Event of
         Default continues for 10 days; and

                  (25) any Subsidiary Guarantee of a Subsidiary Guarantor that
         is a Significant Subsidiary ceases to be in full force and effect or
         becomes unenforceable or invalid or is declared null and void (other
         than in accordance with the terms of the Subsidiary Guarantee and this
         Indenture) or any Subsidiary Guarantor denies or disaffirms its
         obligations under its Subsidiary Guarantee and such Event of Default
         continues for 10 days.

SECTION VI.2      ACCELERATION


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                  (68) If an Event of Default occurs and is continuing (other
than an Event of Default specified in Sections 6.1(4) and 6.1(5) above relating
to the Company or any of the Company's Significant Subsidiaries), then in every
such case, unless the principal of all of the Notes shall have already become
due and payable, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding, by notice in writing to the
Company (and to the Trustee if given by Holders) (an "Acceleration Notice"), may
declare all principal, determined as set forth below, and accrued interest (and
Liquidated Damages, if any) thereon to be due and payable immediately. If an
Event of Default specified in Sections 6.1(4) and 6.1(5) above relating to the
Company or any of the Company's Significant Subsidiaries occurs, all principal
and accrued interest (and Liquidated Damages, if any) thereon shall be
immediately due and payable on all outstanding Notes without any declaration or
other act on the part of the Trustee or the Holders.

                  (69) Prior to the declaration of acceleration of the maturity
of the Notes, the Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may waive on behalf of all the Holders any
Default, except a Default in the payment of principal of or interest on any Note
not yet cured without the consent of the Holder of each outstanding Note
affected. Subject to the provisions of this Indenture relating to the duties of
the Trustee, the Trustee shall be under no obligation to exercise any of its
rights or powers under this Indenture at the request, order or direction of any
of the Holders, unless such Holders have offered to the Trustee reasonable
security or indemnity.

                  (70) At any time after such a declaration of acceleration
being made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article VI, the Holders
of not less than a majority in aggregate principal amount of then outstanding
Notes, by written notice to the Company and the Trustee, may rescind, on behalf
of all Holders, any such declaration of acceleration if:

                  (1) the Company has paid or deposited with the Trustee cash
         sufficient to pay: (a) all overdue interest and Liquidated Damages, if
         any, on all Notes; (b) the principal of (and premium, if any,
         applicable to) any Notes which would become due other than by reason of
         such declaration of acceleration, and interest thereon at the rate
         borne by the Notes; (c) to the extent that payment of such interest is
         lawful, interest upon overdue interest at the rate borne by the Notes;
         and (d) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee and its agents and counsel, and all other amounts due the
         Trustee under Section 7.7 hereof; and

                  (2) all Events of Default, other than the non-payment of the
         principal of, premium, if any, and interest (and Liquidated Damages, if
         any) on the Notes which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 6.4
         hereof.

                  (71) Notwithstanding clause (c)(2) of this Section 6.2, no
waiver shall be

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effective against any Holder for any Event of Default or event which with notice
or lapse of time or both would be an Event of Default with respect to any
covenant or provision which cannot be modified or amended without the consent of
the Holder of each outstanding Note affected thereby, unless all such affected
Holders agree, in writing, to waive such Event of Default or other event. No
such waiver shall cure or waive any subsequent default or impair any right
consequent thereon.

SECTION VI.3      OTHER REMEDIES

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, Liquidated Damages, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

                  Subject to all provisions of this Indenture and applicable
law, the Holders of a majority in aggregate principal amount of the Notes at the
time outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
the power conferred on the Trustee.

SECTION VI.4      WAIVER OF PAST DEFAULTS

                  Subject to Section 6.7 hereof, the Holders of at least a
majority in principal amount of the outstanding Notes by written notice to the
Company and to the Trustee, may, on behalf of all Holders, waive any existing or
past Default or Event of Default hereunder and its consequences under this
Indenture, except a default:

                  (1)      in the payment of principal of, premium, if any,
                           Liquidated Damages, if any, or interest on any Note
                           not yet cured as specified in clauses (1) and (2) of
                           Section 6.1 hereof;

                  (2)      in respect of a covenant or provision hereof which,
                           under Article IX, cannot be modified or amended
                           without the consent of the Holder of each outstanding
                           Note affected, unless all such affected Holders
                           agree, in writing, to waive such default; or

                  (3)      the rescission of which would conflict with any
                           judgment or decree of a court of competent
                           jurisdiction.

                  Upon any such waiver, such default shall cease to exist, and
any Event of

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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 arising therefrom.

SECTION VI.5      CONTROL BY MAJORITY

                  Holders of at least a majority in aggregate principal amount
of the then outstanding Notes may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture, that the
Trustee determines in good faith may be unduly prejudicial to the rights of
other Holders of Notes not joining in the giving of such direction or that may
involve the Trustee in personal liability and the Trustee may take any other
action it deems proper that is not inconsistent with any such direction received
from Holders of the Notes.

SECTION VI.6      LIMITATION ON SUITS

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

                  (72) the Holder of a Note gives to the Trustee written notice
of a continuing Event of Default;

                  (73) the Holders of at least 25% in aggregate principal amount
of the then outstanding Notes make a written request to the Trustee to pursue
the remedy;

                  (74) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any costs, liability or expense;

                  (75) the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the provision
of indemnity; and

                  (76) during such 60-day period the Holders of a majority in
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.

SECTION VI.7      RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT

                  Notwithstanding any other provision of this Indenture, except
as permitted by Section 9.2 hereof, the right of any Holder of a Note to receive
payment of the principal of, premium and Liquidated Damages, if any, and
interest on the Note, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase) or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired

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or affected without the consent of such Holder.

SECTION VI.8      COLLECTION SUIT BY TRUSTEE

                  If an Event of Default specified in Section 6.1 hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and 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.

SECTION VI.9      TRUSTEE MAY FILE PROOFS OF CLAIM

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due 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 7.7 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided, however that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and may be
a member of the creditor's committee.

SECTION VI.10     PRIORITIES

                  If the Trustee collects any money pursuant to this Article VI,
it shall pay out the money in the following order:

                  First: to the Trustee, its agents and attorneys for amounts
due under Section 7.7 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances

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<PAGE>
made, by the Trustee and the costs and expenses of collection (including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel);

                  Second: to Holders of Notes for amounts due and unpaid on the
Notes for principal and Liquidated Damages, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium and Liquidated Damages, if any, and
interest, respectively; and

                  Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

                  The Trustee may fix a Record Date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

SECTION VI.11     UNDERTAKING FOR COSTS

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.7 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.


                                   ARTICLE VII
                                     TRUSTEE

SECTION VII.1     DUTIES OF TRUSTEE

                  (77) If an Event of Default of which the Trustee has knowledge
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 its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of its own affairs.

                  (78) Except during the continuance of an Event of Default of
which the Trustee has knowledge:

                           (1) the duties of the Trustee shall be determined
solely by the express provisions of this Indenture and the Trustee need perform
only those duties that are specifically set forth in this Indenture and no
others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

                           (2) in the absence of bad faith on its part, the
Trustee may

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<PAGE>
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. However, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.

                  (79) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                           (1) this paragraph (c) does not limit the effect of
paragraph (b) of this Section 7.1;

                           (2) the Trustee shall not be liable for any error of
judgment made in good faith by an Officer of the Trustee, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and

                           (3) the Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.5 hereof.

                  (80) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
Sections 7.1 and 7.2 hereof.

                  (81) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.

                  (82) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

SECTION VII.2     RIGHTS OF TRUSTEE

                  (83) In connection with the Trustee's rights and duties under
this Indenture, the Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

                  (84) Before the Trustee acts or refrains from acting under
this Indenture, it may require an Officers' Certificate or an Opinion of Counsel
or both. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officers' Certificate or Opinion of
Counsel. 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 from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and

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<PAGE>
in reliance thereon.

                  (85) The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent appointed
with due care.

                  (86) The Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

                  (87) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                  (88) 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 unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction.

                  (89) Except with respect to Section 4.1 hereof, the Trustee
shall have no duty to inquire as to the performance of the Company's covenants
in Article IV hereof. In addition, the Trustee shall not be deemed to have
knowledge of any Default or Event of Default except (i) any Event of Default
occurring pursuant to Sections 6.1(1), 6.1(2) and 4.1 hereof or (ii) any Default
or Event of Default of which the Trustee shall have received written
notification in the manner set forth in this Indenture or a Responsible Officer
of the Trustee shall have obtained actual knowledge. Delivery of reports,
information and documents to the Trustee under Section 4.3 hereof is for
informational purposes only and the Trustee's receipt of the foregoing shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's or any
Guarantor's, as applicable, compliance with any of their covenants thereunder
(as to which the Trustee is entitled to rely exclusively on an Officer's
Certificate).

                  (90) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee may, in its discretion, make such further inquiry or investigation
into such facts or matters as it may see fit.

                  (91) 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.

                  (92) The Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time

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to take specified actions pursuant to this Indenture, which Officers'
Certificate may be signed y any person authorized to sign an Officer's
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.

SECTION VII.3     INDIVIDUAL RIGHTS OF TRUSTEE

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (as defined in the TIA) it must eliminate such conflict within 90 days,
apply to the SEC for permission to continue as trustee or resign. Any Agent may
do the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11 hereof.

SECTION VII.4     TRUSTEE'S DISCLAIMER

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company's use of the proceeds from the Notes or
any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

SECTION VII.5     NOTICE OF DEFAULTS

                  If a Default or Event of Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to Holders of Notes a
notice in the manner provided by Section 313(c) of the TIA of the Default or
Event of Default, whether or not the TIA is then applicable to the Indenture or
the Notes, within 90 days after it occurs. Except in the case of a Default or
Event of Default in payment of principal of, premium, if any, Liquidated
Damages, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

SECTION VII.6     REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the 12 months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be

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mailed to the Company and filed with the SEC and each stock exchange on which
the Notes are listed in accordance with TIA Section 313(d). The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange.

SECTION VII.7     COMPENSATION AND INDEMNITY

                  The Company shall pay to the Trustee from time to time such
compensation as agreed upon in writing by the Trustee and the Company for the
Trustee's acceptance of this Indenture and services hereunder. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

                  The Company shall indemnify the Trustee and any predecessor
trustee against any and all losses, liabilities, claims, damages or expenses,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee) (including reasonable attorneys' fees) and incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.7) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence, bad faith or willful misconduct.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

                  The obligations of the Company under this Section 7.7 shall
survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee.

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Sections 6.1(4) or 6.1(5) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.


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SECTION VII.8     REPLACEMENT OF TRUSTEE

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.8.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of Notes of a majority in principal amount of the then outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:

                  (93) the Trustee fails to comply with Section 7.10 hereof;

                  (94) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                  (95) a Custodian or public officer takes charge of the Trustee
or its property; or

                  (96) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction at the
expense of the Company in the case of the Trustee for the appointment of a
successor Trustee.

                  If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 7.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee; provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.7 hereof. Notwithstanding


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replacement of the Trustee pursuant to this Section 7.8, the Company's
obligations under Section 7.7 hereof shall continue for the benefit of the
retiring Trustee.

SECTION VII.9     SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION VII.10    ELIGIBILITY; DISQUALIFICATION

                  There shall at all times be a Trustee hereunder that is a
corporation or trust company (or a member of a bank holding company) organized
and doing business under the laws of the United States of America or of any
state thereof that is authorized under such laws to exercise corporate trustee
power, that is subject to supervision or examination by federal or state
authorities and that has (or the bank holding company of which it is a member
has) a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION VII.11    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                  ARTICLE VIII
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION VIII.1    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION VIII.2    LEGAL DEFEASANCE AND DISCHARGE

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, each of the Company and the Guarantors,
as applicable, shall, subject to the satisfaction of the applicable conditions
set forth in Section 8.4 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes and Guarantees, as applicable,
on the date the conditions set forth below are satisfied (hereinafter, "Legal

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Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged all amounts owed under the outstanding Notes
and the Guarantors shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Guarantees, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and
the other Sections of this Indenture referred to in (a) and (b) below, and to
have satisfied all its other obligations under such Notes, such Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.4 hereof, and as more fully
set forth in Section 8.4, payments in respect of the principal of, premium, if
any, and interest and Liquidated Damages, if any, on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Sections 2.6, 2.7 , 2.10 and 4.2 hereof, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Company's obligations in
connection therewith and (d) the Legal Defeasance provisions under Sections 8.4,
8.5, 8.6, and 8.7 hereof. Subject to compliance with this Article VIII, the
Company may exercise its option under this Section 8.2 notwithstanding the prior
exercise of its option under Section 8.3 hereof.

SECTION VIII.3    COVENANT DEFEASANCE

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, subject to the satisfaction of the
applicable conditions set forth in Section 8.4 hereof, the Company and the
Guarantors shall be released from their respective obligations under Sections
4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18 and
4.19, and Article V hereof, and the Guarantors shall be released from their
obligations under Section 10.3(b) hereof, in each case on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes and the Guarantees shall thereafter be deemed not "outstanding"
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 "outstanding" for all other purposes hereunder
(it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company and the Guarantors may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant 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 6.1 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, subject to the satisfaction of the applicable
conditions set forth in Section 8.4 hereof, (x) Sections 6.1(3), (6), (7), (8),
and (9) hereof shall not constitute Events of Default and (y) Sections 6.1(4)
and 6.1(5) hereof shall not constitute an Event of Default to the extent they
occur after the 91st day following the occurrence of the Company's exercise of
Covenant Defeasance; provided, however that for all other purposes as set forth
herein, such Covenant Defeasance provisions shall be effective.

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SECTION VIII.4    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

                  The following shall be the conditions to the application of
either Section 8.2 or 8.3 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (97) the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders, cash in United States legal tender, U.S.
Government Obligations, or a combination thereof, in amounts that shall be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and Liquidated Damages,
if any, and interest on the outstanding Notes on the stated date for payment
thereof or on the applicable redemption date, as the case may be, and the
Trustee must have, for the benefit of Holders of the Notes, a valid, perfected
exclusive security interest in such trust;

                  (98) in the case of an election under Section 8.2 hereof, the
Company must deliver to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, the
Holders of the outstanding Notes shall not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and shall 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 Legal Defeasance had not
occurred;

                  (99) in the case of an election under Section 8.3 hereof, the
Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee from United States legal counsel confirming that Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and shall 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;

                  (100) in the case of an election under Section 8.2 or 8.3
hereof, (x) no Default or Event of Default shall have occurred and be continuing
on the date of the deposit (other than a Default or Event of Default resulting
from borrowing of funds to be applied to such deposit), and (y) no Event of
Default specified in Section 6.1(4) or (5) hereof shall have occurred at any
time from the date of the deposit to the 91st calendar day thereafter (it being
understood that this condition to Legal Defeasance or Covenant Defeasance may
not be satisfied until such 91st calendar day after the date of deposit);

                  (101) the Defeasance may not result in a breach or violation
of, or constitute a default under this Indenture or any other material agreement
or instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

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<PAGE>
                  (102) the Company must deliver to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
to hinder, delay or defraud any other of the Company's creditors; and

                  (103) the Company must deliver to the Trustee an Officers'
Certificate confirming the satisfaction of the conditions in clauses (a) through
(f) above, and an Opinion of Counsel, confirming the satisfaction of the
conditions in clauses (a) (with respect to the validity and perfection of the
security interest), (b), (c) and (e) above.

                  Legal Defeasance and Covenant Defeasance shall be deemed to
occur on the date all of the applicable conditions set forth in this Section 8.4
are satisfied.

SECTION VIII.5 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
        OTHER MISCELLANEOUS PROVISIONS

                  Subject to Section 8.6 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.5, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest (and
Liquidated Damages, if any), but such money need not be segregated from other
funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Obligations deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof, other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or U.S. Government Obligations held by it as
provided in Section 8.4 hereof which, in the opinion of a firm of independent
public accountants nationally recognized in the United States expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

SECTION VIII.6    REPAYMENT TO COMPANY

                  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, premium,
if any, Liquidated Damages, if any, or interest on any Note and remaining
unclaimed for two years after such principal, and


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premium, if any, Liquidated Damages, if any, or interest has become due and
payable shall be paid to the Company on its written request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter, as a creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

SECTION VIII.7    REINSTATEMENT

                  If the Trustee or Paying Agent is unable to apply any United
States legal tender or U.S. Government Obligations in accordance with Section
8.2 or 8.3 hereof, as the case may be, by reason of any order directing the
repayment of the deposited money to the Company or otherwise making the deposit
unavailable to make payments under the Notes when due, or if any court enters an
order avoiding the deposit of money with the Trustee or Paying Agent or
otherwise requires the payment of the money so deposited to the Company or to a
fund for the benefit of its creditors, then (so long as the insufficiency exists
or the order remains in effect) the Company's and the Guarantors' obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.3 or 8.4 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.3 or 8.4 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, Liquidated
Damages, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.


                                   ARTICLE IX
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION IX.1      WITHOUT CONSENT OF HOLDERS OF NOTES

                  Notwithstanding Section 9.2 hereof, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or
any Guarantee, without the consent of any Holder of a Note:

                  (104) to cure any ambiguity, defect or inconsistency;

                  (105) to provide for uncertificated Notes in addition to or in
place of certificated Notes;

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<PAGE>
                  (106) to provide for the assumption of the Company's
obligations to the Holders of the Notes in the case of a merger or consolidation
pursuant to Article V hereof;

                  (107) to provide for additional Guarantors as set forth in
Section 4.15 hereof or for the release or assumption of a Guarantee in
compliance with this Indenture;

                  (108) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the rights hereunder of any Holder of the Note;

                  (109) to comply with the provisions of the Depositary,
Euroclear or Clearstream or the Trustee with respect to the provisions of this
Indenture or the Notes relating to transfers and exchanges of Notes or
beneficial interests therein;

                  (110) to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA; or

                  (h) to provide for the issuance of Additional Notes in
accordance with the limitations set forth in this Indenture as of the date
hereof.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 9.6 hereof, the Trustee shall join with the Company in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that adversely
affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION IX.2      WITH CONSENT OF HOLDERS OF NOTES

                  Except as expressly stated otherwise in this Section 9.2, and
subject to Sections 6.4 and 6.7 hereof, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Notes and the Guarantees,
with the consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or the Notes may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Notes (including consents obtained in connection with a purchase of,
or tender offer or exchange offer for, the Notes).

                  Subject to Sections 6.4 and 6.7 hereof, the Holders of a
majority in aggregate


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<PAGE>
principal amount of the Notes then outstanding may waive compliance in a
particular instance by the Company or any Subsidiary with any provision of this
Indenture or the Notes.

                  However, without the consent of each Holder affected (it being
understood that, except as expressly stated otherwise in paragraphs (a) through
(d) below, Section 4.13 and 4.14 hereof may be amended, waived or modified in
accordance with the first paragraph of this Section 9.2) an amendment or waiver
may not (with respect to any Notes held by a non-consenting Holder):

                  (111) change the Stated Maturity on any Note, or reduce the
principal amount thereof or the rate (or extend the time for payment) of
interest thereon or any premium payable upon the redemption thereof at the
Company's option, or the coin or currency in which, any Note 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 at the Company's option, on or after the Redemption
Date), or after an Asset Sale has occurred reduce the Asset Sale Offer Price
with respect to the corresponding Asset Sale or alter the provisions (including
the defined terms used therein) regarding the Company's right to redeem the
Notes; or

                  (112) reduce the percentage in principal amount of the
outstanding Notes, the consent of whose Holders is required for any such
amendment, supplemental indenture or waiver provided for in this Indenture; or

                  (113) modify any of the waiver provisions, except to increase
any required 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 Note affected thereby; or

                  (114) cause the Notes or any Guarantee to become contractually
subordinate in right of payment to any other Indebtedness.

                  In connection with any amendment, supplement or waiver under
this Article IX, the Company may, but shall not be obligated to, offer to any
Holder who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 9.6
hereof, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental Indenture
adversely affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.

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<PAGE>
                  It shall not be necessary for the consent of the Holders of
Notes under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
9.2 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.

SECTION IX.3      COMPLIANCE WITH TRUST INDENTURE ACT

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in an amended or supplemental Indenture that complies with
the TIA as then in effect.

SECTION IX.4      REVOCATION AND EFFECT OF CONSENTS

                  Until an amendment, supplement or waiver becomes effective (as
determined by the Company and which may be prior to any such amendment,
supplement or waiver becoming operative), a consent to it by a Holder of a Note
is a continuing consent by the Holder of a Note and every subsequent Holder of a
Note or portion of a Note that evidences the same Indebtedness as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent Holder of a Note may revoke the consent
as to its Note if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective (as determined by the
Company), which may be prior to any such amendment, supplement or waiver
becoming operative.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver, which record date shall be the date so fixed by
the Company notwithstanding the provisions of the TIA. If a record date is
fixed, then notwithstanding the last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date, and only those
Persons (or their duly designated proxies), shall be entitled to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder unless it makes a change described in any of clauses (a)
through (d) of Section 9.2 hereof, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; provided, that any such waiver shall not impair or
affect the right of any non-consenting Holder to receive payment of principal
and premium of and interest (and Liquidated Damages, if any) on a Note, on or
after the respective dates set for such amounts to become due and payable
expressed in such Note, or to bring suit for the enforcement of any such payment
on or after such respective dates.

                                       83
<PAGE>
SECTION IX.5      NOTATION ON OR EXCHANGE OF NOTES

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION IX.6      TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amended or supplemental Indenture until the Board of
Directors approves it. In executing any amended or supplemental Indenture, the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive and (subject to Section 7.1 hereof) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.


                                    ARTICLE X
                                   GUARANTEES

SECTION X.1       GUARANTEES

                  By its execution hereof, each of the Guarantors acknowledges
and agrees that it receives substantial benefits from the Company and that such
party is providing its Guarantee for good and valuable consideration, including,
without limitation, such substantial benefits and services. Accordingly, subject
to the provisions of this Article X, each Guarantor, jointly and severally,
hereby unconditionally guarantees on a senior basis to each Holder of a Note
authenticated and delivered by the Trustee and its successors and assigns that:
(i) the principal of, premium, if any, and interest and Liquidated Damages, if
any, on the Notes shall be duly and punctually paid in full when due, whether at
maturity, by acceleration, call for redemption, upon a Change of Control Offer,
upon an Asset Sale Offer or otherwise, and interest on overdue principal,
premium, if any, Liquidated Damages, if any, and (to the extent permitted by
law) interest on any interest, if any, on the Notes and all other obligations of
the Company to the Holders or the Trustee hereunder or under the Notes
(including fees, expenses or other) shall be promptly paid in full or performed,
all in accordance with the terms hereof; and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, the
same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration,
call for redemption, upon a Change of Control, upon an Asset Sale Offer or
otherwise, subject, however, in the case of clauses (i) and (ii) above, to the
limitations set forth in Section 10.5 hereof (collectively, the


                                       84
<PAGE>
"Guarantee Obligations").

                  Subject to the provisions of this Article X, each Guarantor
hereby agrees that its Guarantee hereunder shall be unconditional, irrespective
of the validity, regularity or enforceability of the Notes or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Notes with respect to any thereof, the entry of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to
require the Trustee, the Holders or the Company (each, a "Benefitted Party") to
proceed against the Company, the Subsidiaries or any other Person or to proceed
against or exhaust any security held by a Benefitted Party at any time or to
pursue any other remedy in any secured party's power before proceeding against
the Guarantors; (b) any defense that may arise by reason of the incapacity, lack
of authority, death or disability of any other Person or Persons or the failure
of a Benefitted Party to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other Person or
Persons; (c) demand, protest and notice of any kind (except as expressly
required by this Indenture), including but not limited to notice of the
existence, creation or incurring of any new or additional Indebtedness or
obligation or of any action or non-action on the part of the Guarantors, the
Company, the Subsidiaries, any Benefitted Party, any creditor of the Guarantors,
the Company or the Subsidiaries or on the part of any other Person whomsoever in
connection with any obligations the performance of which are hereby guaranteed;
(d) any defense based upon an election of remedies by a Benefitted Party,
including but not limited to an election to proceed against the Guarantors for
reimbursement; (e) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (f) any defense
arising because of a Benefitted Party's election, in any proceeding instituted
under the Bankruptcy Law, of the application of Section 1111(b)(2) of the
Bankruptcy Code; and (g) any defense based on any borrowing or grant of a
security interest under Section 364 of the Bankruptcy Code. The Guarantors
hereby covenant that, except as otherwise provided therein, the Guarantees shall
not be discharged except by payment in full of all Guarantee Obligations,
including the principal, premium, if any, and interest on the Notes and all
other costs provided for under this Indenture or as provided in Article VIII.

                  If any Holder or the Trustee is required by any court or
otherwise to return to either the Company or the Guarantors, or any trustee or
similar official acting in relation to either the Company or the Guarantors, any
amount paid by the Company or the Guarantors to the Trustee or such Holder, the
Guarantees, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each of the Guarantors agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any Guarantee
Obligations hereby until payment in full of all such obligations guaranteed
hereby. Each Guarantor agrees that, as between it, on the one hand, and the
Holders of Notes and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI
hereof for the purposes hereof, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guarantee
Obligations, and (y) in the event of any acceleration of such obligations as
provided in Article VI hereof, such Guarantee Obligations (whether or not


                                       85
<PAGE>
due and payable) shall forthwith become due and payable by such Guarantor for
the purpose of the Guarantee.

SECTION X.2       EXECUTION AND DELIVERY OF GUARANTEES

                  To evidence the Guarantees set forth in Section 10.1 hereof,
each of the Guarantors agrees that a notation of the Guarantees substantially in
the form included in Exhibit A hereto shall be endorsed on each Note
authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of each of the Guarantors by an Officer of each of the
Guarantors.

                  Each of the Guarantors agree that the Guarantees set forth in
this Article X shall remain in full force and effect and apply to all the Notes
notwithstanding any failure to endorse on each Note a notation of the
Guarantees.

                  If an Officer whose facsimile signature is on a Note or a
notation of Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which the Guarantees are endorsed, the Guarantees
shall be valid nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Guarantees set forth in this Indenture on behalf of the Guarantors.

SECTION X.3       GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS

                  (115) Nothing contained in this Indenture or in the Notes
shall prevent any consolidation or merger of any Guarantor with or into each
other or with or into the Company. Upon any such consolidation or merger, the
Guarantee of the Guarantor that does not survive the consolidation or merger
shall no longer be of any force or effect.

                  (116) Except for a merger or consolidation in which a
Guarantor is sold and its Guarantee is released in compliance with the
provisions of Section 10.4 hereof, no Guarantor shall consolidate or merge with
or into (whether or not such Guarantor is the surviving Person) another Person
unless (i) subject to the provisions of the following paragraph and the other
provisions of this Indenture, the Person formed by or surviving any such
consolidation or merger (if other than such Guarantor) assumes all the
obligations of such Guarantor pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee, pursuant to which such Person shall
guarantee on a non-subordinated basis all of such Guarantor's obligations under
such Guarantor's Guarantee on the terms set forth in this Indenture; and (ii)
immediately before and immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred or be continuing. The provisions
of this Section 10.3(b) shall not apply to the merger of any Guarantors with and
into each other or with or into the Company. In case of any such consolidation
or merger and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and reasonably satisfactory in
form to the Trustee, of the Guarantees endorsed upon the Notes and the due and
punctual performance of all


                                       86
<PAGE>
of the covenants and conditions of this Indenture to be performed by such
Guarantor, such successor corporation shall succeed to and be substituted for
such Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor corporation thereupon may cause to be signed any or
all of the Guarantees to be endorsed upon all of the Notes issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Guarantees so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Guarantees had been issued at the date of the execution hereof.

                  (117) The Trustee, subject to the provisions of Section 11.4
hereof, shall be entitled to receive an Officers' Certificate as conclusive
evidence that any such consolidation or merger, and any such assumption of
Guarantee Obligations, comply with the provisions of this Section 10.3. Such
Officers' Certificate shall comply with the provisions of Section 11.5 hereof.

SECTION X.4       RELEASE OF GUARANTORS

                  Notwithstanding Section 10.3(b) hereof, upon the sale or
disposition (including by merger or stock purchase) of a Subsidiary Guarantor
(as an entirety), or the designation of a Subsidiary to become an Unrestricted
Subsidiary, which transaction is otherwise in compliance with this Indenture
(including, without limitation, the provisions of Section 4.13 hereof), such
Subsidiary Guarantor shall be deemed released from its obligations under its
Subsidiary Guarantee of the Notes; provided, however, that any such termination
shall occur only to the extent that all obligations of such Subsidiary Guarantor
under all of its guarantees of any Subordinated Indebtedness or any unsecured
Indebtedness that ranks pari passu with the Notes or the Subsidiary Guarantee of
such Subsidiary Guarantor shall also terminate upon such release, sale or
transfer.

                  Upon delivery by the Company to the Trustee of an Officer's
Certificate, to the effect that such sale or other disposition or that such
designation was made by the Company in accordance with the provisions of this
Indenture, the Trustee shall execute any documents reasonably required in order
to evidence the release of any such Guarantor from its obligations under its
Guarantee. Except as provided in Section 10.3(a) hereof, any Guarantor not
released from its obligations under its Guarantee shall remain liable for the
full amount of principal of and interest on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article X.

                  Notwithstanding the foregoing provisions of this Article X,
(i) any Guarantor whose Guarantee would otherwise be released pursuant to the
provisions of this Section 10.4 may elect, at its sole discretion, by written
notice to the Trustee, to maintain such Guarantee in effect notwithstanding the
event or events that otherwise would cause the release of such Guarantee (which
election to maintain such Guarantee in effect may be conditional or for a
limited period of time), and (ii) any Subsidiary of the Company which is not a
Guarantor may elect, at its sole discretion, by written notice to the Trustee,
to become a Guarantor (which election may be conditional or for a limited period
of time).

                                       87
<PAGE>
SECTION X.5       LIMITATION OF GUARANTOR'S LIABILITY; CERTAIN BANKRUPTCY EVENTS

                  (118) Each Guarantor, and by its acceptance hereof each
Holder, hereby confirms that it is the intention of all such parties that the
Guarantee Obligation of such Guarantor pursuant to its Guarantee not constitute
a fraudulent transfer or conveyance for purposes of any 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 Guarantee Obligations of
such Guarantor under this Article X shall be limited to the maximum amount as
shall, 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 Guarantee Obligations of such
other Guarantor under this Article X, result in the Guarantee Obligations of
such Guarantor under the Guarantee of such Guarantor not constituting a
fraudulent transfer or conveyance.

                  (119) Each Guarantor hereby covenants and agrees, to the
fullest extent that it may do so under applicable law, that in the event of the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company, such Guarantor shall not file (or join in any filing of), or otherwise
seek to participate in the filing of, any motion or request seeking to stay or
to prohibit (even temporarily) execution on the Guarantee and hereby waives and
agrees not to take the benefit of any such stay of execution, whether under
Section 362 or 105 of the Bankruptcy Law or otherwise.

SECTION X.6       APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE GUARANTORS

                  (120) For purposes of any provision of this Indenture which
provides for the delivery by any Guarantor of an Officers' Certificate and/or an
Opinion of Counsel, the definitions of such terms in Section 1.1 hereof shall
apply to such Guarantor as if references therein to the Company were references
to such Guarantor.

                  (121) Any request, direction, order or demand which by any
provision of this Indenture is to be made by any Guarantor, shall be sufficient
if evidenced as described in Section 11.2 hereof as if references therein to the
Company were references to such Guarantor.

                  (122) Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the holders of Notes to or on any Guarantor may be given or served as described
in Section 11.2 hereof as if references therein to the Company were references
to such Guarantor.

                  (123) Upon any demand, request or application by any Guarantor
to the Trustee to take any action under this Indenture, such Guarantor shall
furnish to the Trustee such certificates and opinions as are required in Section
11.4 hereof as if all references therein to the Company were references to such
Guarantor.


                                       88
<PAGE>
                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION XI.1      TRUST INDENTURE ACT CONTROLS

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by the TIA, the imposed duties shall control.

SECTION XI.2      NOTICES

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

If to the Company
or the Guarantors:
                           CSK Auto, Inc.
                           645 East Missouri Ave.
                           Phoenix, AZ 85012
                           Attention: Don Watson, Chief Financial Officer

with copies (which
shall not constitute
notice) to:
                           Gibson, Dunn & Crutcher LLP
                           1801 California Street, Suite 4200
                           Denver, CO 80202
                           Attention: Richard M. Russo


If to the Trustee:
                           Bank of New York
                           101 Barclay Street, Floor 21W
                           New York, NY 10286
                           Attention: Corporate Trust Administration

                  The Company or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: (i) at the time delivered by
hand, if personally delivered; (ii) when answered back, if telexed; (iii) when
receipt acknowledged, if telecopied; and (iv) the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery.


                                       89
<PAGE>
                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION XI.3      COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

SECTION XI.4      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                  (124) an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.5 hereof) stating that, in the opinion of the signer or
signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been satisfied; and

                  (125) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.5 hereof) stating that, in the opinion of such counsel, all such
conditions precedent have been satisfied.

SECTION XI.5      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

                  (126) a statement that the Person making such certificate or
opinion has read such covenant or condition;

                  (127) 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;

                                       90
<PAGE>
                  (128) a statement that, in the opinion of such Person, he or
she has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and

                  (129) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been satisfied; provided, however, that
with respect to matters of fact, an Opinion of Counsel may rely on an Officers'
Certificate or certificate of public officials.

SECTION XI.6      RULES BY TRUSTEE AND AGENTS

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

SECTION XI.7      NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
            STOCKHOLDERS

                  No past, present or future director, officer, employee,
incorporator, Affiliate or stockholder (direct or indirect) of the Company or
the Guarantors (or any such successor entity), as such, shall have any personal
liability for any obligations of the Company or the Guarantors under the Notes,
the Guarantees or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation, except in their capacity as an
obligor or Guarantor of the Notes in accordance with this Indenture. Each Holder
by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

SECTION XI.8      GOVERNING LAW

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).

SECTION XI.9      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION XI.10     SUCCESSORS

                  All agreements of the Company and the Guarantors in this
Indenture and the

                                       91
<PAGE>
Notes shall bind their successors. All agreements of the Trustee in this
Indenture shall bind its successors.

SECTION XI.11     SEVERABILITY

                  In case any one or more of the provisions of this Indenture or
in the Notes or in the Guarantees shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

SECTION XI.12     COUNTERPART ORIGINALS

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

SECTION XI.13     TABLE OF CONTENTS, HEADINGS, ETC.

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

                         [Signatures on following page]


                                       92
<PAGE>
                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have executed this Indenture as
of the date first written above.

                                 THE COMPANY:
                                 CSK AUTO, INC.


                                 By:     /s/ Lon B. Novatt
                                    ------------------------------
                                    Name: Lon B. Novatt
                                    Title:   Senior Vice President



                                 THE GUARANTORS:
                                 CSK AUTO CORPORATION



                                 By:      /s/ Lon B. Novatt
                                    ------------------------------
                                    Name: Lon B. Novatt
                                    Title:   Senior Vice President


                                 AUTOMOTIVE INFORMATION SYSTEMS, INC.


                                 By:      /s/ Lon B. Novatt
                                    ------------------------------
                                    Name: Lon B. Novatt
                                    Title:   Senior Vice President



                                 CSKAUTO.COM, INC.



                                 By:      /s/ Lon B. Novatt
                                    ------------------------------
                                    Name: Lon B. Novatt
                                    Title:   Senior Vice President



                                 THE TRUSTEE:
                                 THE BANK OF NEW YORK



                                 By:      /s/ Van Brown
                                    ------------------------------
                                    Name: Van Brown
                                    Title:   Vice President


<PAGE>
                                    EXHIBIT A

                                 [FORM OF NOTE]

                                 CSK AUTO, INC.

                      12% [SERIES A] [SERIES B] SENIOR NOTE
                                    DUE 2006

                                                               CUSIP: __________
No.                                                            $________________


         CSK Auto, Inc., an Arizona corporation (hereinafter called the
"Company" which term includes any successors under the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________, or
registered assigns, the principal sum of __________ Dollars, on June 15, 2006.

         Interest Payment Dates: June 15 and December 15; commencing June 15,
2002.

         Record Dates:   June 1 and December 1

         Pursuant to section 1271 et seq. of the Internal Revenue Code of 1986,
as amended, (i) the issue price of this Note is $983.28 per $1,000 stated
principal amount due at maturity, (ii) the amount of original issue discount is
$16.72 per $1,000 stated principal amount due at maturity, (iii) the issue date
is December 21, 2001, and (iv) the yield to maturity is 12.50%.

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



                                      A-1
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                    CSK Auto, Inc.,
                                    an Arizona corporation

                                    By:     ___________________________
                                            Name:
                                            Title:



                                    By:     ___________________________
                                            Name:
                                            Title:


Dated:   _____________
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    The Bank of New York

                                    By:     ____________________________
                                            Authorized Signatory

Dated:   _____________


                                      A-3
<PAGE>
(Back of Note)

12%  [Series A] [Series B](1) Senior Notes due 2006

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.](2)

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
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) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.](3)


--------
1        Series A should be replaced with Series B in the Exchange Notes.

2        To be included only on Global Notes deposited with DTC as Depositary.

3        To be included only on Global Notes deposited with DTC as Depositary.


                                      A-4
<PAGE>
[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS
THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM
ACCRUING ON THIS NOTE.](4)

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING THE TRANSFER OF THIS NOTE AND , IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION
OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
NOTE FROM IT OF THE RESALE RESTRICTIONS


--------
4        To be included only on Reg S Temporary Global Notes.


                                      A-5
<PAGE>
REFERRED TO IN (A) ABOVE.](5)

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. Interest. CSK Auto, Inc., an Arizona corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 12% per annum
from the Issue Date until maturity and will pay the Liquidated Damages, if any,
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Company will pay interest and Liquidated Damages, if any,
semi-annually on June 15 and December 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). The first Interest Payment Date shall be June 15, 2002. Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the Issue Date; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a Record Date (defined below) referred to on the face hereof and the
next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. The Company shall pay interest (including
Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest (including Accrued Bankruptcy Interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.

         2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the June 1 or
December 1 next preceding the Interest Payment Date (each a "Record Date"), even
if such Notes are cancelled after such Record Date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture (as
defined below) with respect to defaulted interest. The Notes shall be payable as
to principal, interest, premium, if any, and Liquidated Damages, if any, at the
office or agency of the Company maintained within the City and State of New York
for such purpose, or, at the option of the Company, payment of interest and
Liquidated Damages, if any, may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and provided that payment by
wire transfer of immediately available funds to an account within the United
States shall be required with respect to principal of and interest, premium, if
any, and Liquidated Damages, if any, on all Global Notes. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


--------
5        To be included only on Transfer Restricted Notes.


                                      A-6
<PAGE>
         3. Paying Agent and Registrar. Initially, The Bank of New York, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

         4. Indenture. The Company issued the Notes under an Indenture dated as
of the Issue Date, ("Indenture") by and among the Company, the Guarantors party
thereto and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.

         5. Optional Redemption.

                  (a) Except as set forth in clause (b) of this Section, the
Company shall not have the option to redeem the Notes pursuant to this Section
prior to December 15, 2004. The Notes shall be redeemable for cash at the option
of the Company, in whole or in part, at any time on or after December 15, 2004,
upon not less than 30 days nor more than 60 days prior notice mailed by first
class mail to each Holder at its last registered address, at the following
redemption prices (expressed as percentages of the principal amount) if redeemed
during the 12-month period commencing of the years indicated below, in each case
(subject to the right of Holders of record on a Record Date to receive the
corresponding interest due (and the corresponding Liquidated Damages, if any) on
the corresponding Interest Payment Date that is on or prior to such redemption
date) together with accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of redemption of the Notes (the "Redemption Date"):

<TABLE>
<CAPTION>
            YEAR                                                           PERCENTAGE
            ----                                                           ----------
            <S>                                                            <C>

            December 15, 2004 through December 15, 2005......................106.000%

            December 15, 2005 through maturity...............................100.000%
</TABLE>

                  (b) Notwithstanding the provisions of clause (a) of this
Section, at any time or from time to time on or prior to December 15, 2004, upon
any Equity Offering of the Company's common stock for cash, up to 35% of the
aggregate principal amount of the Notes issued pursuant to the Indenture (only
as necessary to avoid any duplication, excluding any replacement Notes) may be
redeemed at the Company's option within 90 days of such Equity Offering, on not
less than 30 days, but not more than 60 days, notice to each Holder of the Notes
to be redeemed, with cash received by the Company from the Net Cash Proceeds of
such Equity Offering, at a redemption price equal to 112% of principal, together
with accrued and unpaid interest and Liquidated Damages, if any, thereon to the
Redemption Date; provided, however, that immediately following such redemption
not less than 65% of the aggregate principal amount of the Notes originally
issued pursuant to the Indenture on the Issue Date remain outstanding (only as
necessary to avoid any duplication, excluding any replacement Notes).

                                      A-7
<PAGE>
                  (c) Notice of redemption shall be mailed by first class mail
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption unless the Company defaults in such
payments due on the redemption date.

         6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.

         7. Offers to Purchase.

                  (130) Change of Control. In the event that a Change of Control
has occurred, each Holder of Notes shall have the right, at such Holder's
option, pursuant to an offer (subject only to conditions required by applicable
law, if any) by the Company (the "Change of Control Offer"), to require the
Company to repurchase all or any part of such Holder's Notes (provided, that the
principal amount of such Notes must be $1,000 or an integral multiple thereof)
at a cash price equal to 101% of the principal amount thereof (the "Change of
Control Purchase Price"), together with accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase (the "Change of Control
Purchase Date").

         The Change of Control Offer shall be made within 10 Business Days
following a Change of Control and shall remain open for 20 Business Days
following its commencement (the "Change of Control Offer Period"). No later than
Five Business Days after expiration of the Change of Control Offer Period, the
Company shall purchase all Notes properly tendered in response to the Change of
Control Offer.

                  (131) Asset Sale. (a) The Company shall not and the Subsidiary
Guarantors shall not, and neither the Company nor the Subsidiary Guarantors
shall permit any of the Company's Subsidiaries to, in one or a series of related
transactions with respect to assets or Equity Interests that have a fair market
value of $1.5 million or more, convey, sell, transfer, assign or otherwise
dispose of, directly or indirectly, any of their property, business or assets,
including by merger or consolidation (in the case of a Subsidiary Guarantor or
one of the Company's Subsidiaries), and including any sale or other transfer or
issuance of any Equity Interests of any of the Company's Subsidiaries or Equity
Interests of any of the Company's Unrestricted Subsidiaries owned by the Company
or any of the Company's Subsidiaries and including any sale and leaseback
transaction (any of the foregoing, an "Asset Sale"), unless:

                  (1) at least 80% of the total consideration for such Asset
         Sale or series of related Asset Sales consists of cash or Cash
         Equivalents, or Related Business Assets; and

                                      A-8
<PAGE>
                  (2) the Company determines in good faith that the Company
         receives or such Subsidiary receives, as applicable, fair market value
         for such Asset Sale.

For purposes of clause (1) above, total consideration received means the total
consideration received for such Asset Sale, minus (a) any liabilities (as shown
on the Company's or such Subsidiary's most recent balance sheet) of the Company
or any Subsidiary (other than contingent liabilities and liabilities that are by
their terms subordinated to the Notes or any Subsidiary Guarantee) that are
assumed by the transferee of any such assets pursuant to a customary agreement
that releases the Company or such Subsidiary from further liability minus (b)
the fair market value of property that within 30 days of such Asset Sale is
converted into cash or Cash Equivalents; provided, that such cash and Cash
Equivalents shall be treated as Net Cash Proceeds attributable to the original
Asset Sale for which such property was received.

                  (b) Within 300 days following such Asset Sale or the receipt
of such Net Cash Proceeds, the Net Cash Proceeds therefrom (the "Asset Sale
Amount") shall be:

                  (1) invested (or committed, pursuant to a binding commitment
subject only to reasonable, customary closing conditions, to be invested, and in
fact is so invested, within an additional 30 days) in Additional Assets (except
in connection with the acquisition of a Subsidiary which is a Subsidiary
Guarantor in a Related Business other than notes, bonds, obligation and
securities) or used to make Permitted Investments other than those under clauses
(a), (b), and (c) under the definition of "Permitted Investments" in the
Indenture, which in the good faith reasonable judgment of the Company's Board of
Directors shall immediately constitute or be a part of a Related Business of the
Company or its Subsidiaries following such transaction; or

                  (2) used to retire (i) Purchase Money Indebtedness secured by
the asset which was the subject of the Asset Sale, or (ii) Indebtedness
outstanding under the Credit Agreement and to permanently reduce the amount of
such Indebtedness permitted to be incurred pursuant to Section 4.7(b)(3) of the
Indenture; or

                  (3) applied to the optional redemption of the Notes in
accordance with the terms of the Indenture and the repurchase and redemption of
the Company's other Indebtedness ranking on a parity with the Notes pro rata in
proportion to the respective principal amounts (or accreted values in the case
of Indebtedness issued with an original issue discount) of the Notes and such
other Indebtedness then outstanding.

Pending the final application of any Net Cash Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net Cash
Proceeds in any manner that is not prohibited by the Indenture.

                  (132) The accumulated Net Cash Proceeds from Asset Sales not
applied as set forth in Sections 4.13(b)(1), (2), or (3) of the Indenture shall
constitute "Excess Proceeds."


                                      A-9
<PAGE>
Within 30 days after the date that the amount of Excess Proceeds exceeds
$5,000,000, which date shall not be prior to 330 days after to the Asset Sale
that generated such Excess Proceeds, the Company shall apply the Excess Proceeds
(the "Asset Sale Offer Amount") to the repurchase of the Notes and such other
Indebtedness ranking on a parity with the Notes and with similar provisions
requiring the Company to make an offer to purchase such Indebtedness with the
proceeds from such Asset Sale pursuant to a cash offer (subject only to
conditions required by applicable law, if any) (pro rata in proportion to the
respective principal amounts (or accreted values in the case of Indebtedness
issued with an original issue discount) of the Notes and such other Indebtedness
then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the
principal amount (or accreted value in the case of Indebtedness issued with an
original issue discount) (the "Asset Sale Offer Price") together with accrued
and unpaid interest and Liquidated Damages, if any, to the date of payment. Each
Asset Sale Offer shall remain open for 20 Business Days following its
commencement (the "Asset Sale Offer Period").

         1. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a Record Date and
the corresponding Interest Payment Date.

         2. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

         3. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing Default or compliance with any provision of
the Indenture, the Notes or the Guarantees may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture, the Notes or the Guarantees
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation, to provide for additional
Guarantees as set forth in the Indenture or for the release or assumption of
Guarantees in compliance with the Indenture, to make any change that would
provide any additional rights or benefits to the Holders of the Notes (including
the addition of any Guarantor) or that does not adversely affect the rights
under the Indenture of any such Holder, to comply with the provisions of the
Depositary, Euroclear or Clearstream or the Trustee with respect to the
provisions of the Indenture or the Notes relating to transfers and exchanges of
Notes or beneficial


                                      A-10
<PAGE>
interests therein, or to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA or to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture as of the date thereof.

         4. Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default: 1.

                  (2) the Company's failure to pay any installment of interest
         (or Liquidated Damages, if any) on the Notes as and when the same
         becomes due and payable and the continuance of any such failure for 30
         days;

                  (3) the Company's failure to pay all or any part of the
         principal, or premium, if any, on the Notes when and as the same
         becomes due and payable at maturity, redemption, by acceleration or
         otherwise, including, without limitation, payment of the Change of
         Control Purchase Price or the Asset Sale Offer Price, on Notes validly
         tendered and not properly withdrawn pursuant to a Change of Control
         Offer or Asset Sale Offer, as applicable;

                  (4) the Company's failure to observe or perform any other
         covenant or agreement contained in the Notes or the Indenture,
         including the provisions of Sections 4.13 and 4.14 thereunder and the
         continuance of such failure for a period of 45 days after written
         notice is given to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in aggregate principal amount of
         the Notes outstanding;

                  (5) a court having jurisdiction in the premises enters a
         decree or order for (A) relief in respect of the Company or any
         Significant Subsidiary in an involuntary case under any applicable
         Bankruptcy Law now or hereafter in effect, (B) appointment of a
         receiver, liquidator, assignee, custodian, trustee, sequestrator or
         similar official of the Company or any Significant Subsidiary or for
         all or substantially all of the property and assets of the Company or
         any Significant Subsidiary or (C) the winding up or liquidation of the
         affairs of the Company or any Significant Subsidiary and, in each case,
         such decree or order shall remain unstayed and in effect for a period
         of 60 consecutive days; or

                  (6) the Company or any Significant Subsidiary (A) commences a
         voluntary case under any applicable Bankruptcy Law now or hereafter in
         effect, or consents to the entry of an order for relief in an
         involuntary case under any such law, (B) consents to the appointment of
         or taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator or similar official of the Company or any
         Significant Subsidiary or for all or substantially all of the property
         and assets of the Company or any Significant Subsidiary or (C) effects
         any general assignment for the benefit of creditors.

                                      A-11
<PAGE>
                  (7) a default in the Company's Indebtedness or the
         Indebtedness of any of the Company's Subsidiaries with an aggregate
         amount outstanding in excess of $10.0 million (a) resulting from the
         failure to pay principal at maturity or (b) as a result of which the
         maturity of such Indebtedness has been accelerated prior to its stated
         maturity;

                  (8) final unsatisfied judgments not covered by insurance
         aggregating in excess of $10.0 million, at any one time rendered
         against the Company or any of the Company's Subsidiaries and not
         stayed, bonded or discharged within 60 days;

                  (9) the Parent Guarantee of the Parent Guarantor ceases to be
         in full force and effect or becomes unenforceable or invalid or is
         declared null and void (other than in accordance with the terms of the
         Parent Guarantee and this Indenture) or the Parent Guarantor denies or
         disaffirms its obligations under the Parent Guarantee and such Event of
         Default continues for 10 days; and

                  (10) any Subsidiary Guarantee of a Subsidiary Guarantor that
         is a Significant Subsidiary ceases to be in full force and effect or
         becomes unenforceable or invalid or is declared null and void (other
         than in accordance with the terms of the Subsidiary Guarantee and the
         Indenture) or any Subsidiary Guarantor denies or disaffirms its
         obligations under its Subsidiary Guarantee and such Event of Default
         continues for 10 days.

         1. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

         2. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder (direct or indirect) of the
Company or the Guarantors (or any such successor entity), as such, shall have
any liability for any obligations of the Company or the Guarantors under the
Notes, the Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation, except in their capacity as
an obligor or Guarantor of the Notes in accordance with this Indenture. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.

         3. Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         4. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


                                      A-12
<PAGE>
         5. Additional Rights of Holders of Transfer Restricted Notes.(6) In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transfer Restricted Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of the date of the Indenture, among the
Company, the Guarantors and the Initial Purchaser (the "Registration Rights
Agreement").

         6. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon, and any such redemption shall not
be affected by any defect in or omission of such numbers.

         18. Notation of Guarantee. As more fully set forth in the Indenture, to
the extent permitted by law, each of the Guarantors from time to time, in
accordance with Article X of the Indenture, unconditionally and jointly and
severally guarantees, to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, that:

         By its execution hereof, each of the Guarantors acknowledges and agrees
that it receives substantial benefits from the Company and that such party is
providing its Guarantee for good and valuable consideration, including, without
limitation, such substantial benefits and services. Accordingly, subject to the
provisions of Article X of the Indenture, each Guarantor, jointly and severally,
hereby unconditionally guarantees on a senior basis to each Holder of a Note
authenticated and delivered by the Trustee and its successors and assigns that:
(i) the principal of, premium, if any, and interest and Liquidated Damages, if
any, on the Notes shall be duly and punctually paid in full when due, whether at
maturity, by acceleration, call for redemption, upon a Change of Control Offer,
upon an Asset Sale Offer or otherwise, and interest on overdue principal,
premium, if any, Liquidated Damages, if any, and (to the extent permitted by
law) interest on any interest, if any, on the Notes and all other obligations of
the Company to the Holders or the Trustee hereunder or under the Notes
(including fees, expenses or other) shall be promptly paid in full or performed,
all in accordance with the terms hereof; and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, the
same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration,
call for redemption, upon a Change of Control, upon an Asset Sale Offer or
otherwise, subject, however, in the case of clauses (i) and (ii) above, to the
limitations set forth in Section 10.5 of the Indenture (collectively, the
"Guarantee Obligations").

         When a successor assumes all the obligations of its predecessor under
the Notes and the

--------
6        To be included only on Transfer Restricted Notes.


                                      A-13
<PAGE>
Indenture, the predecessor may be released from those obligations.

         19. Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL LAWS AND RULES 327(b).

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture [and/or the Registration Rights
Agreement](7). Requests may be made to:

                           CSK Auto, Inc.
                           645 East Missouri Ave.
                           Phoenix, AZ 85012


--------
7        To be included only on Transfer Restricted Notes.


                                      A-14
<PAGE>
                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (We) assign and transfer
this Note to


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

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

Date:
      --------------------------------------

                                    Your Signature:
                                                   -----------------------------
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*


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



*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.


                                      A-15
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.13 or Section 4.14 of the Indenture, check the box below:

[ ]           Section 4.13                       Section 4.14

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.13 or Section 4.14 of the Indenture, state the
amount you elect to have purchased (in denominations of $1,000 only, except if
you have elected to have all of your Notes purchased): $___________

Date:                            Your Signature:
     -----------------                          --------------------------------
                                 (Sign exactly as your name appears on the Note)


                        Social Security or Tax Identification No.:______________

Signature Guarantee*

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





*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.


                                      A-16
<PAGE>
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(8)

         The following exchanges of an interest in this Global Note for an
interest in another Global Notes or for a Definitive Note, or exchanges of an
interest in another Global Note or Definitive Note for an interest in this
Global Note, have been made:
<TABLE>
<CAPTION>
                                                                            Principal Amount           Signature
                           Amount of Decrease      Amount of Increase        of this Global          of Authorized
                           in Principal Amount     in Principal Amount     Note Following Such     Signatory of Trustee
     Date of Exchange      of this Global Note     of this Global Note     Decrease (or Increase)    or Note Custodian
     ----------------      -------------------     -------------------     ---------------------    -----------------
     <S>                   <C>                     <C>                     <C>                     <C>
</TABLE>



--------
8        This should be included only if the Note is issued in global form.


                                      A-17
<PAGE>
                                    GUARANTEE

                  The Guarantors listed below (hereinafter referred to as the
"Guarantors," which term includes any successors or assigns under the Indenture,
dated the date hereof, among the Guarantors, the Company (defined below) and The
Bank of New York, as trustee (the "Indenture") and any additional Guarantors),
have irrevocably and unconditionally guaranteed on a senior basis the Guarantee
Obligations (as defined in Section 10.1 of the Indenture), which include (i) the
due and punctual payment of the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the 12% Senior Notes due 2006 (the "Notes") of
CSK Auto, Inc., an Arizona corporation (the "Company"), whether at maturity, by
acceleration, call for redemption, upon a Change of Control Offer, upon an Asset
Sale Offer or otherwise, the due and punctual payment of interest on the overdue
principal and premium, if any, and (to the extent permitted by law) interest on
any interest on the Notes, and the due and punctual performance of all other
obligations of the Company, to the Holders or the Trustee all in accordance with
the terms set forth in Article X of the Indenture, and (ii) in case of any
extension of time of payment or renewal of any Notes or any such other
obligations, that the same shall be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration, call for redemption, upon a Change of Control Offer,
upon an Asset Sale Offer, or otherwise.

                  The obligations of each Guarantor to the Holders and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article X of the Indenture and reference is hereby made to such Indenture for
the precise terms of this Guarantee.

                  No past, present or future director, officer, employee,
incorporator or stockholder (direct or indirect) of the Guarantors (or any such
successor entity), as such, shall have any liability for any obligations of the
Guarantors under this Guarantee or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation, except in their
capacity as an obligor or Guarantor of the Notes in accordance with the
Indenture.

                  This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon each Guarantor and its successors and
assigns until full and final payment of all of the Company's obligations under
the Notes and Indenture or until released or legally defeased in accordance with
the Indenture and shall inure to the benefit of the successors and assigns of
the Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and performance and not of collectibility.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.


                                      A-18
<PAGE>
                  The obligations of each Guarantor under this Guarantee shall
be limited to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law.

                  THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED
HEREIN BY REFERENCE.

                  Capitalized terms used herein have the same meanings given in
the Indenture unless otherwise indicated.


                                      A-19
<PAGE>
                  IN WITNESS WHEREOF, each of the Guarantors has caused this
instrument to be duly executed.

Dated: _____________

                                            CSK Auto Corporation

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



                                            Automotive Information Systems, Inc.



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



                                            CSKAUTO.COM, Inc.



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:
<PAGE>
                                    EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

CSK Auto, Inc.
645 East Missouri Avenue
Phoenix, Arizona 85012


The Bank of New York
5 Penn Plaza, 13th Floor
New York, NY 10001

         Re: 12 % Senior Notes due 2006

Dear Sirs:

         Reference is hereby made to the Indenture, dated as of December 21,
2001 (the "Indenture"), among CSK Auto, Inc., as issuer (the "Company"), the
Guarantors party thereto and The Bank of New York, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture. ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any State of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
shall be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected
<PAGE>
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Distribution Compliance Period, the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser) and the interest transferred shall be
held immediately thereafter through Euroclear or Clearstream. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note shall be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Definitive Note and in the Indenture and
the Securities Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT
OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any State of the United States, and accordingly the Transferor hereby further
certifies that (check one):

[ ]      (a) Such Transfer is being effected pursuant to and in accordance with
         Rule 144 under the Securities Act; or

[ ]      (b) Such Transfer is being effected to the Company or a subsidiary
         thereof; or

[ ]      (c) Such Transfer is being effected pursuant to an effective
         registration statement under the Securities Act and in compliance with
         the prospectus delivery requirements of the Securities Act; or

[ ]      (d) such Transfer is being effected to an Institutional Accredited
         Investor and pursuant to an exemption from the registration
         requirements of the Securities Act other than Rule 144A, Rule 144 or
         Rule 904, and the Transferor hereby further certifies that it has not
         engaged in any general solicitation within the meaning of Regulation D
         under the Securities Act and the Transfer complies with the transfer
         restrictions applicable to beneficial interests in a Restricted Global
         Note or Restricted Definitive


                                      B-2
<PAGE>
         Notes and the requirements of the exemption claimed, which
         certification is supported by (1) a certificate executed by the
         Transferee in a form of Exhibit D to the Indenture and (2) if such
         Transfer is in respect of a principal amount of Notes at the time of
         transfer of less than $250,000, an Opinion of Counsel provided by the
         Transferor or the Transferee (a copy of which the Transferor has
         attached to this certification and provided to the Company, which has
         confirmed its acceptability), to the effect that such Transfer is in
         compliance with the Securities Act. Upon consummation of the proposed
         transfer in accordance with the terms of the Indenture, the Definitive
         Note shall be subject to the restrictions on transfer enumerated in the
         Private Placement Legend printed on the Definitive Notes and in the
         Indenture and the Securities Act.

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

[ ]      (a) CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any State of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture and the Securities Act.

[ ]      (b) CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture and the Securities
Act.

[ ]      (c) CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the


                                      B-3
<PAGE>
terms of the Indenture, the transferred beneficial interest or Definitive Note
will not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Restricted Definitive
Notes and in the Indenture.


                                      B-4
<PAGE>
This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.

                                            Dated:
-------------------------------                   ------------------------------
[Insert Name of Transferor]


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


                                      B-5
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

[ ]      (a)      a beneficial interest in the:

[ ]               (i)      144A Global Note (CUSIP        ), or
                                                  --------

[ ]               (ii)     Regulation S Global Note (CUSIP        ), or
                                                          --------

[ ]      (b)      a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

[CHECK ONE]

[ ]      (a)      a beneficial interest in the:

[ ]               (i)      144A Global Note (CUSIP        ), or
                                                  --------

[ ]               (ii)     Regulation S Global Note (CUSIP        ), or
                                                          --------

[ ]               (iii)    Unrestricted Global Note (CUSIP        ); or
                                                          --------

         (b)      a Restricted Definitive Note; or

         (c)      an Unrestricted Definitive Note,

         in accordance with the terms of the Indenture.


                                      B-6
<PAGE>
                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

CSK Auto, Inc.
645 East Missouri Ave.
Phoenix, Arizona 85012


The Bank of New York
5 Penn Plaza, 13th Floor
New York, NY 10001

                  Re: 12 % Senior Notes due 2006

Dear Sirs:

                  Reference is hereby made to the Indenture, dated as of
December 21, 2001 (the "Indenture"), between CSK Auto, Inc., as issuer (the
"Company"), the Guarantors party thereto and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                  ____________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

                  1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

[ ]                        (a) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner's beneficial interest in a
Restricted Global Note for a beneficial interest in an Unrestricted Global Note
in an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United
States Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the


                                      C-1
<PAGE>
Securities Act and (iv) the beneficial interest in an Unrestricted Global Note
is being acquired in compliance with any applicable blue sky securities laws of
any State of the United States.

[ ]                        (b) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any State
of the United States.

[ ]                        (c) CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
the Owner's Exchange of a Restricted Definitive Note for a beneficial interest
in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any State
of the United States.

[ ]                        (d) CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of
a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner's own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any State of the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

[ ]                        (a) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A


                                      C-2
<PAGE>
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

[ ]                        (b) CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the: [CHECK ONE] 144A Global Note or Regulation S Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any State of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.


                                      C-3
<PAGE>
This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.

--------------------------
[Insert Name of Owner]



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


Dated:
      ---------------------


                                      C-4
<PAGE>
                                    EXHIBIT D
                       FORM OF CERTIFICATE FROM ACQUIRING
                        INSTITUTIONAL ACCREDITED INVESTOR

CSK Auto, Inc.
645 East Missouri Avenue
Phoenix, Arizona 85012


The Bank of New York
5 Penn Plaza, 13th Floor
New York, NY 10001

                  Re: 12 % Senior Notes due 2006

Dear Sirs:

                  Reference is hereby made to the Indenture, dated as of
December 21, 2001 (the "Indenture"), between CSK Auto, Inc., as issuer (the
"Company"), the Guarantors party thereto and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                  In connection with our proposed purchase of $____________
aggregate principal amount of: (a) a beneficial interest in a Global Note, or
(b) a Definitive Note, we confirm that:

                  1. We understand that any subsequent transfer of the Notes or
any interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any Guarantor or any
of their respective subsidiaries, (B) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (C) to
an institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S.


                                      D-1
<PAGE>
broker-dealer) to you and to the Company a signed letter substantially in the
form of this letter and, if the proposed transfer is in respect of an aggregate
principal amount of Notes of less than $250,000, an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144 under the Securities Act, (F) in accordance with another
exemption from the registration requirements of the Securities Act (and based
upon an opinion of counsel acceptable to the Company) or (G) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note from us in a transaction
meeting the requirements of clauses (A) through (F) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

                  3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Initial Purchasers.

                  4. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

                  5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.


                                      D-2
<PAGE>
                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                             Dated:                   ,
-----------------------------------                ------------------  ----
[Insert Name of Accredited Investor]



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


                                      D-3
<PAGE>
                                    EXHIBIT E
                FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY
                             SUBSEQUENT GUARANTORS


                  Supplemental Indenture (this "Supplemental Indenture"), dated
as of ____, among ___________________ (the "Guaranteeing Subsidiary"), a
subsidiary of CSK Auto, Inc. (or its permitted successor), an Arizona
corporation (the "Company"), the Company and The Bank of New York, as trustee
under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H
                               -------------------

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of December 21, 2001,
providing for the issuance of 12 % Senior Notes due 2006 (the "Notes");

                  WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which any newly-acquired or created
Guarantor shall unconditionally guarantee all of the Company's obligations under
the Notes and the Indenture on the terms and conditions set forth herein (the
"Subsidiary Guarantee"); and

                  WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

                  1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  2. Agreement to Guarantee. The Guaranteeing Subsidiary
irrevocably and unconditionally guarantees the Guarantee Obligations, which
include (i) the due and punctual payment of the principal of, premium, if any,
and interest and Liquidated Damages, if any, on the Notes, whether at maturity,
by acceleration, call for redemption, upon a Change of Control Offer, upon an
Asset Sale Offer or otherwise, the due and punctual payment of interest on the
overdue principal and premium, if any, and (to the extent permitted by law)
interest on any interest on the Notes, and payment of expenses, and the due and
punctual performance of all


                                      E-1
<PAGE>
other obligations of the Company, to the Holders or the Trustee all in
accordance with the terms set forth in Article X of the Indenture, and (ii) in
case of any extension of time of payment or renewal of any Notes or any such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration, call for redemption, upon a Change of Control
Offer, upon an Asset Sale Offer or otherwise.

                  The obligations of Guaranteeing Subsidiary to the Holders and
to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are
expressly set forth in Article X of the Indenture and reference is hereby made
to such Indenture for the precise terms of this Subsidiary Guarantee.

                  No past, present or future director, officer, employee,
incorporator or stockholder (direct or indirect) of the Guaranteeing Subsidiary
(or any such successor entity), as such, shall have any liability for any
obligations of the Guaranteeing Subsidiary under this Subsidiary Guarantee or
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation, except in their capacity as an obligor or
Guarantor of the Notes in accordance with the Indenture.

                  This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon the Guaranteeing Subsidiary and its
successors and assigns until full and final payment of all of the Company's
obligations under the Notes and Indenture or until released in accordance with
the Indenture and shall inure to the benefit of the successors and assigns of
the Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and performance and not of collectibility.

                  The obligations of the Guaranteeing Subsidiary under its
Subsidiary Guarantee shall be limited to the extent necessary to insure that it
does not constitute a fraudulent conveyance under applicable law.

                  THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED
HEREIN BY REFERENCE.

                  3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE,
INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.

                  4. Counterparts. The parties may sign any number of copies of
this


                                      E-2
<PAGE>
Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                  5. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.


                                      E-3
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

                                   THE COMPANY:

                                   CSK Auto, Inc.



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



                                   GUARANTEEING SUBSIDIARY:

                                   NAME:



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



                                   THE TRUSTEE:
                                   The Bank of New York

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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>p66059ex99-4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
<PAGE>
                            $280,000,000                            EXHIBIT 99.4

                            CSK AUTO, INC.

                            12% SENIOR NOTES DUE 2006



                               PURCHASE AGREEMENT

                                                                December 7, 2001




CREDIT SUISSE FIRST BOSTON CORPORATION
J.P. MORGAN SECURITIES INC.
UBS WARBURG LLC,
As Representatives of the Several Purchasers,
 c/o Credit Suisse First Boston Corporation,
            Eleven Madison Avenue,
          New York, N.Y. 10010-3629


Dear Sirs:

         1. Introductory. CSK Auto, Inc., an Arizona corporation (the
"COMPANY"), proposes, subject to the terms and conditions stated herein, to
issue and sell to Credit Suisse First Boston Corporation, J.P. Morgan Securities
Inc. and UBS Warburg LLC (the "PURCHASERS") U.S. $280,000,000 principal amount
of its 12% Senior Notes due 2006 ("OFFERED SECURITIES") to be issued under an
indenture (the "INDENTURE"), dated as of the Closing Date (as defined below),
between the Company, the guarantors named therein (each, a "GUARANTOR," and
collectively, the "GUARANTORS") and The Bank of New York, as trustee (the
"TRUSTEE"). The Offered Securities will be irrevocably and unconditionally
guaranteed (the "GUARANTEES") as to payment of principal, premium, if any,
interest and Liquidated Damages (as defined in the Indenture), if any, on a
senior basis, jointly and severally by each of the Guarantors. The United States
Securities Act of 1933 is herein referred to as the "SECURITIES ACT."

         Holders (including subsequent transferees) of the Offered Securities
will have the registration rights set forth in the registration rights agreement
(the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in
substantially the form of Exhibit I hereto, for so long as such Offered
Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the
Registration Rights Agreement). Pursuant to the Registration Rights Agreement,
the Company and the Guarantors will agree to file with the Securities and
Exchange Commission (the "COMMISSION") under the circumstances set forth
therein, (i) a registration statement under the Securities Act (the "EXCHANGE
OFFER REGISTRATION STATEMENT") relating to the Company's 12% Senior Notes due
2006 in a like aggregate principal amount as the Company issued under the
Indenture, identical in all material respects to the Offered Securities and
registered under the Securities Act (the "EXCHANGE SECURITIES"), with guarantees
endorsed thereon by the Guarantors to be offered in exchange for the Offered
Securities (such offer to exchange being referred to as the "EXCHANGE OFFER")
and the Guarantees thereof and (ii) a shelf registration statement pursuant to
Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and,
together with the Exchange Offer Registration Statement, the "REGISTRATION
STATEMENTS") relating to the resale by certain holders of the Offered Securities
and to use its best efforts to cause such Registration Statements to be declared
and remain effective and usable for the periods specified in the Registration
Rights Agreement and to consummate the Exchange Offer. The Offered Securities
and the Exchange Securities are referred to collectively as the "SECURITIES".

         The Company hereby agrees with the Purchasers as follows:
<PAGE>
         2. Representations and Warranties of the Company and the Guarantors.
The Company and the Guarantors represent and warrant to, and agree with, the
several Purchasers that:

                  (a) A preliminary offering circular and an offering circular
         relating to the Offered Securities to be offered by the Purchasers have
         been prepared by the Company. Such preliminary offering circular (the
         "PRELIMINARY OFFERING CIRCULAR") and offering circular (the "OFFERING
         CIRCULAR"), as supplemented as of the date of this Agreement, together
         with any other document approved by the Company for use in connection
         with the contemplated resale of the Offered Securities are hereinafter
         collectively referred to as the "OFFERING DOCUMENT". The Preliminary
         Offering Circular as of its date did not, and the Offering Circular on
         the date of this Agreement, does not include any untrue statement of a
         material fact or omit 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. The preceding sentence does not
         apply to statements in or omissions from any Offering Document based
         upon written information relating to any Purchaser furnished to the
         Company by any Purchaser through Credit Suisse First Boston Corporation
         ("CSFBC") specifically for use therein, it being understood and agreed
         that the only such information is that described as such in Section
         7(b) hereof. Except as disclosed in the Offering Document, on the date
         of this Agreement, the Annual Report on Form 10-K most recently filed
         with the Securities and Exchange Commission (the "COMMISSION") by the
         Company's parent company, CSK Auto Corporation ("CSK"), and all
         subsequent reports (collectively, the "EXCHANGE ACT REPORTS") which
         have been filed by CSK with the Commission or sent to stockholders
         pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE ACT") do
         not include any untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.
         Such documents, when they were filed with the Commission, conformed in
         all material respects to the requirements of the Exchange Act and the
         rules and regulations of the Commission thereunder.

                  (b) The Company has been duly incorporated and is an existing
         corporation in good standing under the laws of the State of Arizona,
         with power and authority (corporate and other) to own its properties
         and conduct its business as described in the Offering Document; and the
         Company is duly qualified to do business as a foreign corporation in
         good standing in all other jurisdictions in which its ownership or
         lease of property or the conduct of its business requires such
         qualification, except where the failure to be so qualified would not
         individually or in the aggregate have a material adverse effect on the
         condition (financial or other), business, properties or results of
         operations of the Company and the Guarantors taken as a whole
         ("MATERIAL ADVERSE EFFECT").

                  (c) All of the outstanding shares of capital stock of the
         Company have been duly authorized and validly issued and are fully paid
         and non-assessable.

                  (d) The entities listed on Schedule B hereto are the only
         subsidiaries, direct or indirect, of the Company. CSK and each
         subsidiary of the Company has been duly incorporated and is an existing
         corporation in good standing under the laws of the jurisdiction of its
         incorporation, with power and authority (corporate and other) to own
         its properties and conduct its business as described in the Offering
         Document; CSK and each subsidiary of the Company is duly qualified to
         do business as a foreign corporation in good standing in all other
         jurisdictions in which its ownership or lease of property or the
         conduct of its business requires such qualification, except where the
         failure to be so qualified would not individually or in the aggregate
         have a Material Adverse Effect; all of the issued and outstanding
         capital stock of CSK and each subsidiary of the Company has been duly
         authorized and validly issued and is fully paid and nonassessable; and
         the capital stock of each subsidiary owned by the Company, directly or
         through subsidiaries, is owned free from liens, encumbrances and
         defects. On the Closing Date, the Offered Securities will conform as to
         legal matters to the description thereof in the Offering Circular.

                  (e) The Indenture has been duly authorized by the Company and
         the Offered Securities have been duly authorized by the Company. When
         the Offered Securities are delivered and paid for


                                       2
<PAGE>
         pursuant to this Agreement on the Closing Date, the Indenture will have
         been duly executed and delivered, such Offered Securities will have
         been duly executed, authenticated, issued and delivered by the Company
         and will conform to the description thereof contained in the Offering
         Document in all material respects and the Indenture and such Offered
         Securities will constitute valid and legally binding obligations of the
         Company, enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles.

                  (f) The Indenture has been duly authorized by each Guarantor
         and the Guarantee to be endorsed on the Offered Securities by each
         Guarantor has been duly authorized by the applicable Guarantor. When
         the Offered Securities are delivered and paid for pursuant to this
         Agreement on the Closing Date, the Indenture will have been duly
         executed and delivered by each Guarantor, the Guarantee of each
         Guarantor endorsed thereon will have been duly executed, issued and
         delivered by such Guarantor and the Indenture and Guarantee will
         constitute valid and legally binding obligations of such Guarantor,
         enforceable in accordance with their terms, subject to bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and similar
         laws of general applicability relating to or affecting creditors'
         rights and to general equity principles.

                  (g) On the Closing Date, the Exchange Securities will have
         been duly authorized by the Company and the Guarantors; and when the
         Exchange Securities are issued, executed and authenticated in
         accordance with the terms of the Exchange Offer and the Indenture, the
         Exchange Securities will constitute valid and legally binding
         obligations of the Company and the Guarantors, enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles.

                  (h) The Guarantee to be endorsed on the Exchange Securities by
         each Guarantor has been duly authorized by such Guarantor; and, when
         issued, will have been duly executed and delivered by each such
         Guarantor and will conform to the description thereof contained in the
         Offering Document in all material respects. When the Exchange
         Securities have been issued, executed and authenticated in accordance
         with the terms of the Exchange Offer and the Indenture, the Guarantee
         of each Guarantor endorsed thereon will constitute valid and legally
         binding obligations of such Guarantor, enforceable in accordance with
         its terms, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles.

                  (i) The Registration Rights Agreement has been duly authorized
         by the Company and each of the Guarantors and, on the Closing Date,
         will have been duly executed and delivered by the Company and each of
         the Guarantors. When the Registration Rights Agreement has been duly
         executed and delivered by the Company and the other parties thereto,
         the Registration Rights Agreement will be a valid and binding agreement
         of the Company and each of the Guarantors, enforceable against the
         Company and each Guarantor in accordance with its terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles. On the Closing
         Date, the Registration Rights Agreement will conform as to legal
         matters to the description thereof in the Offering Circular in all
         material respects.

                  (j) Except as disclosed in the Offering Document, there are no
         contracts, agreements or understandings between the Company and any
         person that would give rise to a valid claim against the Company or any
         Purchaser for a brokerage commission, finder's fee or other like
         payment in connection with the transactions contemplated hereby.

                  (k) No consent, approval, authorization, or order of, or
         filing with, any governmental agency or body or any court is required
         for the consummation of the transactions contemplated by this Agreement
         (including the accuracy of the Purchasers' representations set forth in
         Section 4 hereof) or


                                       3
<PAGE>
         the Registration Rights Agreement in connection with the issuance and
         sale of the Offered Securities and the Guarantees by the Company and
         the Guarantors, as applicable, except for the order of the Commission
         declaring the Exchange Offer Registration Statement or the Shelf
         Registration Statement effective.

                  (l) The execution, delivery and performance of the Indenture,
         this Agreement and the Registration Rights Agreement by the Company and
         the Guarantors, and the issuance and sale of the Offered Securities and
         the Guarantees and compliance by the Company and the Guarantors with
         the terms and provisions hereof and thereof will not result in a breach
         or violation of any of the terms and provisions of, or constitute a
         default under, (i) any statute, any rule, regulation or order of any
         governmental agency or body or any court, domestic or foreign, having
         jurisdiction over the Company or any subsidiary of the Company or any
         of their properties, or (ii) any agreement or instrument to which the
         Company or any such subsidiary is a party or by which the Company or
         any such subsidiary is bound or to which any of the properties of the
         Company or any such subsidiary is subject, (iii) or the charter or
         by-laws of the Company or any such subsidiary. The Company and each
         Guarantor has full power and authority to authorize, issue and sell the
         Offered Securities or the Guarantees, as applicable, as contemplated by
         this Agreement.

                  (m) This Agreement has been duly authorized, executed and
         delivered by the Company and each of the Guarantors.

                  (n) Except as disclosed in the Offering Document, the Company,
         CSK and each subsidiary of the Company have good and marketable title
         to all real properties and all other properties and assets owned by
         them, in each case free from liens, encumbrances and defects that would
         materially affect the value thereof or materially interfere with the
         use made or to be made thereof by them; and except as disclosed in the
         Offering Document, the Company, CSK and each subsidiary of the Company
         hold any leased real or personal property under valid and enforceable
         leases with no exceptions that would materially interfere with the use
         made or to be made thereof by them.

                  (o) Neither the Company, CSK nor any of the subsidiaries of
         the Company is in violation of its respective charter or by-laws or in
         default in the performance of any obligation, agreement, covenant or
         condition contained in any indenture, loan agreement, mortgage, lease
         or other agreement or instrument that is material to the Company, CSK
         and the subsidiaries of the Company taken as a whole, to which the
         Company or any of its subsidiaries is a party or by which the Company
         or any of its subsidiaries or their respective property is bound.

                  (p) There are no contracts, agreements or understandings
         between the Company or any Guarantor and any person granting such
         person the right, (i) except as disclosed in the Offering Document, to
         require the Company or such Guarantor to file a registration statement
         under the Securities Act with respect to any securities of the Company
         or such Guarantor or (ii) to require the Company or such Guarantor to
         include such securities with the Securities and Guarantees registered
         pursuant to any Registration Statement.

                  (q) The Company and the Guarantors possess adequate
         certificates, authorities or permits issued by appropriate governmental
         agencies or bodies necessary to conduct the business now operated by
         them and have not received any notice of proceedings relating to the
         revocation or modification of any such certificate, authority or permit
         that, if determined adversely to the Company or any of the Guarantors,
         would individually or in the aggregate have a Material Adverse Effect.

                  (r) No labor dispute with the employees of the Company, CSK or
         any subsidiary of the Company exists or, to the knowledge of the
         Company, is imminent that might have a Material Adverse Effect.


                                       4
<PAGE>
                  (s) The Company, CSK and the subsidiaries of the Company own,
         possess or can acquire on reasonable terms, adequate trademarks, trade
         names and other rights to inventions, know-how, patents, copyrights,
         confidential information and other intellectual property (collectively,
         "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now
         operated by them, or presently employed by them, and have not received
         any notice of infringement of or conflict with asserted rights of
         others with respect to any intellectual property rights that, if
         determined adversely to the Company, CSK or any of the subsidiaries of
         the Company, would individually or in the aggregate have a Material
         Adverse Effect.

                  (t) Except as would not, individually or in the aggregate,
         have a Material Adverse Effect or otherwise require disclosure in the
         Offering Document, (i) none of CSK, the Company or any of its
         subsidiaries has been or is in violation of any federal, state or local
         laws and regulations relating to pollution or protection of human
         health or the environment, including, without limitation, laws and
         regulations relating to emissions, discharges, releases or threatened
         releases of toxic or hazardous substances, materials or wastes, or
         petroleum and petroleum products ("MATERIALS OF ENVIRONMENTAL
         CONCERN"), or otherwise relating to the protection of human health and
         safety, or the use, treatment, storage, disposal, transport or handling
         of Materials of Environmental Concern (collectively, "ENVIRONMENTAL
         LAWS"), which violation includes, but is not limited to, noncompliance
         with, or lack of, any permits or other environmental authorizations;
         (ii) there are no circumstances, either past, present or that are
         reasonably foreseeable, that may lead to any such violation in the
         future; (iii) none of CSK, the Company or any of its subsidiaries has
         received any communication (written or oral), whether from a
         governmental authority or otherwise, alleging any such violation; (iv)
         there is no pending or threatened claim, action, investigation or
         notice (written or oral) by any person or entity alleging potential
         liability of CSK, the Company or any of its subsidiaries (or against
         any person or entity for whose acts or omissions CSK, the Company or
         any of its subsidiaries is or may reasonably be expected to be liable,
         either contractually or by operation of law) for investigatory,
         cleanup, or other response costs, or natural resources or property
         damages, or personal injuries, attorney's fees or penalties relating to
         (A) the presence, or release into the environment, of any Materials of
         Environmental Concern at any location, or (B) circumstances forming the
         basis of any violation or potential violation, of any Environmental Law
         (collectively, "ENVIRONMENTAL CLAIMS"); and (v) there are no past or
         present actions, activities, circumstances, conditions, events or
         incidents that could form the basis of any Environmental Claim.

                  (u) Except as disclosed in the Offering Document, there are no
         pending actions, suits or proceedings against or affecting the Company,
         any of its subsidiaries or any of their respective properties that, if
         determined adversely to the Company or any of its subsidiaries, would
         individually or in the aggregate have a Material Adverse Effect, or
         would materially and adversely affect the ability of the Company to
         perform its obligations under the Indenture, this Agreement or the
         Registration Rights Agreement, or which are otherwise material in the
         context of the sale of the Offered Securities; and, to the Company's
         knowledge, no such actions, suits or proceedings are threatened or
         contemplated.

                  (v) The Company, CSK and each subsidiary of the Company
         maintains a system of internal accounting controls sufficient to
         provide reasonable assurance that (i) transactions are executed in
         accordance with management's general or specific authorizations; (ii)
         transactions are recorded as necessary to permit preparation of
         financial statements in conformity with generally accepted accounting
         principles and to maintain asset accountability; (iii) access is
         permitted only in accordance with management's general or specific
         authorization; and (iv) the recorded accountability for assets is
         compared with the existing assets at reasonable intervals and
         appropriate action is taken with respect to any differences.

                  (w) PricewaterhouseCoopers LLP are independent public
         accountants with respect to the Company, CSK and the subsidiaries of
         the Company as required by the Securities Act.


                                       5
<PAGE>
                  (x) The financial statements, together with the related
         schedules and notes, included or incorporated in the Offering Document
         present fairly the financial position of CSK, the Company and its
         consolidated subsidiaries as of the dates shown in their results of
         operations and cash flows for the periods shown, and such financial
         statements and related schedules and notes have been prepared in
         conformity with the generally accepted accounting principles in the
         United States applied on a consistent basis and the assumptions used in
         preparing the pro forma financial statements included in the Offering
         Document provide a reasonable basis for presenting the significant
         effects directly attributable to the transactions or events described
         therein, the related pro forma adjustments give appropriate effect to
         those assumptions, and the pro forma columns therein reflect the proper
         application of those adjustments to the corresponding historical
         financial statement amounts; and the other financial and statistical
         information and data set forth in the Offering Document are, in all
         material respects, accurately presented and, with respect to such
         financial information, prepared on a basis consistent with the
         financial statements of CSK and the Company and the books and records
         of CSK and the Company.

                  (y) Except as disclosed in the Offering Document, since the
         date of the latest audited financial statements included in the
         Offering Document there has been no material adverse change, nor any
         development or event involving a prospective material adverse change,
         in the condition (financial or other), business, properties or results
         of operations of the Company, CSK and the subsidiaries of the Company
         taken as a whole, and, except as disclosed in or contemplated by the
         Offering Document, there has been no dividend or distribution of any
         kind declared, paid or made by CSK or the Company on any class of its
         capital stock.

                  (z) All indebtedness of the Company and the Guarantors that
         will be repaid with the proceeds of the issuance and sale of the
         Offered Securities was incurred, and the indebtedness represented by
         the Offered Securities is being incurred, for proper purposes and in
         good faith, and each of the Company and each Guarantor was, at the time
         of the incurrence of such indebtedness that will be repaid with the
         proceeds of the issuance and sale of the Offered Securities, and will
         be on the Closing Date (after giving effect to the application of the
         proceeds from the issuance of the Offered Securities), solvent, and had
         at the time of the incurrence of such indebtedness that will be repaid
         with the proceeds of the issuance and sale of the Offered Securities,
         and will have on the Closing Date (after giving effect to the
         application of the proceeds from the issuance of the Offered
         Securities), sufficient capital for carrying on their respective
         business and were, at the time of the incurrence of such indebtedness
         that will be repaid with the proceeds of the issuance and sale of the
         Offered Securities, and will be on the Closing Date (after giving
         effect to the application of the proceeds from the issuance and sale of
         the Offered Securities), able to pay their respective debts as they
         become due.

                  (aa) Neither the Company nor CSK is an open-end investment
         company, unit investment trust or face-amount certificate company that
         is or is required to be registered under Section 8 of the United States
         Investment Company Act of 1940 (the "INVESTMENT COMPANY ACT"); and each
         of the Company and CSK is not and, after giving effect to the offering
         and sale of the Offered Securities and the application of the proceeds
         thereof as described in the Offering Document, will not be required to
         register as an "investment company" as defined in the Investment
         Company Act.

                  (bb) No securities of the same class (within the meaning of
         Rule 144A(d)(3) under the Securities Act) as the Offered Securities are
         listed on any national securities exchange registered under Section 6
         of the Exchange Act or quoted in a U.S. automated inter-dealer
         quotation system.

                  (cc) The offer and sale of the Offered Securities and the
         Guarantees in the manner contemplated by this Agreement (including the
         accuracy of the Purchasers' representations set forth in Section 4
         hereof) will be exempt from the registration requirements of the
         Securities Act by reason of Section 4(2) thereof and Regulation S
         thereunder ("REGULATION S"); and it is not necessary to qualify an
         indenture in respect of the Offered Securities under the United States
         Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT").


                                       6
<PAGE>
                  (dd) On the Closing Date, the Indenture will conform in all
         material respects to the requirements of the Trust Indenture Act and
         the rules and regulations of the Commission applicable to an indenture
         which is qualified thereunder.

                  (ee) The Company, its affiliates and any person acting on its
         or their behalf have complied and will comply with the offering
         restrictions requirement of Regulation S. The Company has not entered
         and will not enter into any contractual arrangement with respect to the
         distribution of the Offered Securities except for this Agreement.

                  (ff) Neither the Company nor any Guarantor nor any agent
         thereof acting on the behalf of them has taken, and none of them will
         take, any action that might cause this Agreement or the issuance or
         sale of the Offered Securities to violate Regulation T, Regulation U or
         Regulation X of the Board of Governors of the Federal Reserve System.

                  (gg) No "nationally recognized statistical rating
         organization" as such term is defined for purposes of Rule 436(g)(2)
         under the Securities Act (i) has imposed (or has informed the Company
         or any Guarantor that it is considering imposing) any condition
         (financial or otherwise) on the Company's or any Guarantor's retaining
         any rating assigned to the Company or any Guarantor, any securities of
         the Company or any Guarantor or (ii) has indicated to the Company or
         any Guarantor that it is considering (a) the downgrading, suspension,
         or withdrawal of, or any review of a possible change that does not
         indicate the direction of the possible change in, any rating so
         assigned or (b) any change in the outlook for any rating of the
         Company, any Guarantor or any securities of the Company or any
         Guarantor.

                  (hh) CSK is subject to Section 13 or 15(d) of the Exchange
         Act.

                  (ii) No form of general solicitation or general advertising
         (as defined in Regulation D under the Securities Act) was used by the
         Company, the Guarantors or any of their respective representatives
         (other than the Purchasers, as to whom the Company and the Guarantors
         make no representation) in connection with the offer and sale of the
         Offered Securities and the Guarantees contemplated hereby, including,
         but not limited to, articles, notices or other communications published
         in any newspaper, magazine, or similar media or broadcast over
         television or radio, or any seminar or meeting whose attendees have
         been invited by any general solicitation or general advertising. No
         securities of the same class as the Offered Securities have been
         offered, issued or sold by the Company within the six-month period
         immediately prior to the date hereof.

                  (jj) None of the Company, the Guarantors nor any of their
         respective affiliates or any person acting on its or their behalf
         (other than the Purchasers, as to whom the Company and the Guarantors
         make no representation) has engaged or will engage in any directed
         selling efforts within the meaning of Regulation S with respect to the
         Offered Securities or the Guarantees.

                  (kk) None of the Company, the Guarantors nor any of their
         respective affiliates or any person acting on its or their behalf
         (other than the Purchasers, as to whom the Company and the Guarantors
         make no representation) shall have taken or omitted to take any action
         that shall have resulted in any Offered Securities or Guarantees
         offered and sold in reliance on Regulation S not to have been offered
         and sold only in offshore transactions.

                  (ll) The sale by the Company of the Offered Securities and
         Guarantees pursuant to Regulation S is not part of a plan or scheme to
         evade the registration provisions of the Securities Act.

                  (mm) All material Tax returns required to be filed by the
         Company and the Guarantors have been filed and all such returns are
         true, complete, and correct in all material respects. All material
         Taxes that are due or claimed to be due from the Company and the
         Guarantors have been paid other than those (i) currently payable
         without penalty or interest or (ii) being contested in good faith and
         by appropriate proceedings and for which, in the case of both clauses
         (i) and (ii), adequate


                                       7
<PAGE>
         reserves have been established on the books and records of the Company
         and the Guarantors in accordance with GAAP. There are no proposed,
         material Tax assessments against the Company or any of the Guarantors.
         The accruals and reserves on the books and records of the Company and
         the Guarantors in respect of any material Tax liability for any Taxable
         period not finally determined are reasonably adequate to meet any
         assessments of Tax for any such period. For purposes of this Purchase
         Agreement, the term "Tax" and "Taxes" shall mean all Federal, state,
         local and foreign taxes, and other assessments of a similar nature
         (whether imposed directly or through withholding), including any
         interest, additions to tax, or penalties applicable thereto.

         3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Company the principal amount of Offered Securities set forth opposite
the names of such Purchasers on Schedule A hereto at a purchase price of 95.378%
of the principal amount thereof.

         The Company will deliver against payment of the purchase price the
Offered Securities to be purchased by each Purchaser hereunder and to be offered
and sold by the Purchasers in reliance on Regulation S (the "REGULATION S
SECURITIES") in the form of one or more permanent global Securities in
registered form without interest coupons (the "REGULATION S GLOBAL SECURITIES")
which will be deposited with the Trustee as custodian for The Depository Trust
Company ("DTC") for the respective accounts of the DTC participants for
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR"), and
Clearstream Banking S.A. ("CLEARSTREAM, LUXEMBOURG") and registered in the name
of Cede & Co., as nominee for DTC. The Company will deliver against payment of
the purchase price the Offered Securities to be purchased by each Purchaser
hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A
under the Securities Act (the "144A SECURITIES") in the form of one permanent
global security in definitive form without interest coupons (the "RESTRICTED
GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and
registered in the name of Cede & Co., as nominee for DTC. The Regulation S
Global Securities and the Restricted Global Securities shall be assigned
separate CUSIP numbers and shall include the legend regarding restrictions on
transfer set forth under "Transfer Restrictions" in the Offering Document. Until
the termination of the restricted period (as defined in Regulation S) with
respect to the offering of the Offered Securities, interests in the Regulation S
Global Securities may only be held by the DTC participants for Euroclear and
Clearstream, Luxembourg. Interests in any permanent global Securities will be
held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC,
as the case may be, except in the limited circumstances described in the
Offering Document.

         Payment for the Regulation S Securities and the 144A Securities shall
be made by the Purchasers in Federal (same day) funds by wire transfer to an
account at a bank acceptable to CSFBC to the order of the Company at the New
York office of Skadden, Arps, Slate, Meagher & Flom LLP at 9:00 A.M., (New York
time), on December 21, 2001, or at such other time not later than seven full
business days thereafter as CSFBC and the Company determine, such time being
herein referred to as the "CLOSING DATE", against delivery to the Trustee as
custodian for DTC of (i) the Regulation S Global Securities representing all of
the Regulation S Securities for the respective accounts of the DTC participants
for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global
Securities representing all of the 144A Securities. The Regulation S Global
Securities and the Restricted Global Securities will be made available for
checking at the above office of Skadden, Arps, Slate, Meagher & Flom LLP at
least 24 hours prior to the Closing Date.

         4.       Representations by Purchasers; Resale by Purchasers.

                  (a) Each Purchaser severally represents and warrants to the
         Company that it is an "accredited investor" within the meaning of
         Regulation D under the Securities Act.

                  (b) Each Purchaser severally acknowledges that the Offered
         Securities have not been registered under the Securities Act and may
         not be offered or sold within the United States or to, or for the
         account or benefit of, U.S. persons except in accordance with
         Regulation S or pursuant to an exemption from the registration
         requirements of the Securities Act. Each Purchaser severally

                                       8
<PAGE>
         represents and agrees that it has offered and sold the Offered
         Securities, and will offer and sell the Offered Securities (i) as part
         of its distribution at any time and (ii) otherwise until 40 days after
         the later of the commencement of the offering and the Closing Date,
         only in accordance with Rule 903 or Rule 144A under the Securities Act
         ("RULE 144A"). Accordingly, neither such Purchaser nor its affiliates,
         nor any persons acting on its or their behalf, have engaged or will
         engage in any directed selling efforts with respect to the Offered
         Securities, and such Purchaser, its affiliates and all persons acting
         on its or their behalf have complied and will comply with the offering
         restrictions requirement of Regulation S. Each Purchaser severally
         agrees that, at or prior to confirmation of sale of the Offered
         Securities, other than a sale pursuant to Rule 144A, such Purchaser
         will have sent to each distributor, dealer or person receiving a
         selling concession, fee or other remuneration that purchases the
         Offered Securities from it during the restricted period a confirmation
         or notice to substantially the following effect:

                  "The Securities covered hereby have not been registered under
                  the U.S. Securities Act of 1933 (the "Securities Act") and may
                  not be offered or sold within the United States or to, or for
                  the account or benefit of, U.S. persons (i) as part of their
                  distribution at any time or (ii) otherwise until 40 days after
                  the later of the date of the commencement of the offering and
                  the closing date, except in either case in accordance with
                  Regulation S (or Rule 144A if available) under the Securities
                  Act. Terms used above have the meanings given to them by
                  Regulation S."

         Terms used in this subsection (b) have the meanings given to them by
Regulation S.

                  (c) Each Purchaser severally agrees that it and each of its
         affiliates has not entered and will not enter into any contractual
         arrangement with respect to the distribution of the Offered Securities
         except for any such arrangements with the other Purchasers or
         affiliates of the other Purchasers with the prior written consent of
         the Company.

                  (d) Each Purchaser severally agrees that it and each of its
         affiliates will not offer or sell the Offered Securities in the United
         States by means of any form of general solicitation or general
         advertising within the meaning of Rule 502(c) under the Securities Act,
         including, but not limited to (i) any advertisement, article, notice or
         other communication published in any newspaper, magazine or similar
         media or broadcast over television or radio, or (ii) any seminar or
         meeting whose attendees have been invited by any general solicitation
         or general advertising. Each Purchaser severally agrees, with respect
         to resales made in reliance on Rule 144A of any of the Offered
         Securities, to deliver either with the confirmation of such resale or
         otherwise prior to settlement of such resale a notice to the effect
         that the resale of such Offered Securities has been made in reliance
         upon the exemption from the registration requirements of the Securities
         Act provided by Rule 144A.

                  (e) Each of the Purchasers severally represents and agrees
         that (i) it has not offered or sold and prior to the date six months
         after the date of issue of the Offered Securities will not offer or
         sell any Offered Securities to persons in the United Kingdom except to
         persons whose ordinary activities involve them in acquiring, holding,
         managing or disposing of investments (as principal or agent) for the
         purposes of their businesses or otherwise in circumstances which have
         not resulted and will not result in an offer to the public in the
         United Kingdom within the meaning of the Public Offers of Securities
         Regulations 1995; (ii) it has complied and will comply with all
         applicable provisions of the Financial Services Act 1986 with respect
         to anything done by it in relation to the Offered Securities in, from
         or otherwise involving the United Kingdom; and (iii) it has only issued
         or passed on and will only issue or pass on in the United Kingdom any
         document received by it in connection with the issue of the Offered
         Securities to a person who is of a kind described in Article 11(3) of
         the Financial Services Act 1986 (Investment Advertisements)
         (Exemptions) Order 1996 or is a person to whom such document may
         otherwise lawfully be issued or passed on.

         5. Certain Agreements of the Company and the Guarantors. The Company
and each of the Guarantors agrees with the several Purchasers that:


                                       9
<PAGE>
                  (a) The Company will advise CSFBC promptly of any proposal to
         amend or supplement the Offering Document and will not effect such
         amendment or supplementation without CSFBC's consent (which will not be
         unreasonably withheld) until the offering of the Offered Securities is
         complete. If, at any time prior to the completion of the resale of the
         Offered Securities by the Purchasers, any event occurs as a result of
         which the Offering Document as then amended or supplemented would
         include an untrue statement of a material fact or omit 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 if it is necessary at any such time to amend or supplement the
         Offering Document to comply with any applicable law, the Company
         promptly will notify CSFBC of such event and promptly will prepare, at
         its own expense, an amendment or supplement which will correct such
         statement or omission or effect such compliance. Neither CSFBC's
         consent to, nor the Purchasers' delivery to offerees or investors of,
         any such amendment or supplement shall constitute a waiver of any of
         the conditions set forth in Section 6.

                  (b) The Company will furnish to CSFBC copies of any
         preliminary offering circular, the Offering Document and all amendments
         and supplements to such documents, in each case as soon as available
         and in such quantities as CSFBC requests, and the Company will furnish
         to CSFBC on the date hereof three copies of the Offering Document
         signed by a duly authorized officer of the Company. At any time when
         the Company is not subject to Section 13 or 15(d) of the Exchange Act,
         the Company will promptly furnish or cause to be furnished to CSFBC
         (and, upon request, to each of the other Purchasers) and, upon request
         of holders and prospective purchasers of the Offered Securities, to
         such holders and purchasers, copies of the information required to be
         delivered to holders and prospective purchasers of the Offered
         Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any
         successor provision thereto) in order to permit compliance with Rule
         144A in connection with resales by such holders of the Offered
         Securities. The Company will pay the expenses of printing and
         distributing to the Purchasers all such documents.

                  (c) The Company and the Guarantors will arrange for the
         qualification of the Offered Securities and the Guarantees for sale and
         the determination of their eligibility for investment under the laws of
         such jurisdictions in the United States and Canada as CSFBC designates
         and will continue such qualifications in effect so long as required for
         the resale of the Offered Securities by the Purchasers, provided that
         the Company will not be required to qualify as a foreign corporation or
         to file a general consent to service of process in any such state.

                  (d) During the period of five years hereafter, the Company and
         CSK will furnish to CSFBC and, upon request, to each of the other
         Purchasers, as soon as practicable after the end of each fiscal year, a
         copy of its annual report to stockholders for such year; and the
         Company and CSK will furnish to CSFBC and, upon request, to each of the
         other Purchasers (i) as soon as available, a copy of each report and
         any definitive proxy statement of the Company and CSK filed with the
         Commission under the Exchange Act or mailed to stockholders, and (ii)
         from time to time, such other information concerning the Company and
         CSK as CSFBC may reasonably request.

                  (e) During the period of two years after the Closing Date, the
         Company will, upon request, furnish to CSFBC, each of the other
         Purchasers and any holder of Offered Securities a copy of the
         restrictions on transfer applicable to the Offered Securities.

                  (f) During the period of two years after the Closing Date,
         neither the Company nor CSK will, and will not permit any of its
         affiliates (as defined in Rule 144 under the Securities Act) to, resell
         any of the Offered Securities that have been reacquired by any of them.

                  (g) During the period of two years after the Closing Date,
         neither the Company nor CSK will be or become, an open-end investment
         company, unit investment trust or face-amount certificate company that
         is or is required to be registered under Section 8 of the Investment
         Company Act.


                                       10
<PAGE>
                  (h) Whether or not the transactions contemplated in this
         Agreement are consummated or this Agreement is terminated, the Company
         will pay all expenses incidental to the performance of its obligations
         under this Agreement, the Indenture and the Registration Rights
         Agreement, including (i) the fees and expenses of the Trustee and its
         professional advisers; (ii) all expenses in connection with the
         execution, issue, authentication, packaging and initial delivery of the
         Offered Securities, the Guarantees and, as applicable, the Exchange
         Securities, the preparation and printing of this Agreement, the
         Registration Rights Agreement, the Offered Securities, the Guarantees,
         the Indenture, the Offering Document and amendments and supplements
         thereto, and any other document relating to the issuance, offer, sale
         and delivery of the Offered Securities, the Guarantees and as
         applicable, the Exchange Securities; (iii) the cost of qualifying the
         Offered Securities and the Guarantees for trading in The PortalSM
         Market ("PORTAL") and any expenses incidental thereto; (iv) the cost of
         any advertising approved by the Company in connection with the issue of
         the Offered Securities; (v) for any expenses (including fees and
         disbursements of counsel) incurred in connection with qualification of
         the Offered Securities, the Guarantees or the Exchange Securities for
         sale under the laws of such jurisdictions in the United States and
         Canada as CSFBC designates and the printing of memoranda relating
         thereto; (vi) for any fees charged by investment rating agencies for
         the rating of the Offered Securities or the Exchange Securities, and
         (vi) for expenses incurred in distributing preliminary offering
         circulars and the Offering Document (including any amendments and
         supplements thereto) to the Purchasers. The Company will also pay or
         reimburse the Purchasers (to the extent incurred by them) for all
         travel expenses of the Purchasers and the Company's officers and
         employees and any other expenses of the Purchasers and the Company in
         connection with attending or hosting meetings with prospective
         purchasers of the Offered Securities from the Purchasers.

                  (i) In connection with the offering, until CSFBC shall have
         notified the Company and the other Purchasers of the completion of the
         resale of the Offered Securities, neither the Company nor any of its
         affiliates has or will, either alone or with one or more other persons,
         bid for or purchase for any account in which it or any of its
         affiliates has a beneficial interest any Offered Securities or attempt
         to induce any person to purchase any Offered Securities; and neither it
         nor any of its affiliates will make bids or purchases for the purpose
         of creating actual, or apparent, active trading in, or of raising the
         price of, the Offered Securities.

                  (j) Except for the sale by the Company of the Convertible
         Debentures (as defined below), from the date hereof through the Closing
         Date, each of the Company and the Guarantors will not offer, sell,
         contract to sell, pledge or otherwise dispose of, directly or
         indirectly, any United States dollar-denominated debt securities issued
         or guaranteed by the Company or any Guarantor and having a maturity of
         more than one year from the date of issue of the Offered Securities.
         Each of the Company and the Guarantors will not at any time offer,
         sell, contract to sell, pledge or otherwise dispose of, directly or
         indirectly, any securities under circumstances where such offer, sale,
         pledge, contract or disposition would cause the exemption afforded by
         Section 4(2) of the Securities Act or the safe harbor of Regulation S
         thereunder to cease to be applicable to the offer and sale of the
         Offered Securities.

                  (k) The Company and the Guarantors will use their respective
         best efforts to effect the inclusion of the Offered Securities and the
         Subsidiary Guarantees in PORTAL and to maintain the listing of the
         Offered Securities and the Subsidiary Guarantees on PORTAL for so long
         as the Offered Securities are outstanding.

                  (l) The Company and the Guarantors will obtain the approval of
         DTC for "book-entry" transfer of the Offered Securities and the
         Subsidiary Guarantees and will comply with all of their respective
         agreements set forth in the representation letters of the Company and
         the Guarantors to DTC relating to the approval of the Offered
         Securities and the Subsidiary Guarantees by DTC for "book-entry"
         transfer.


                                       11
<PAGE>
                  (m) Neither the Company nor any Guarantor will voluntarily
         claim, and each will actively resist any attempts to claim, the benefit
         of any usury laws against the holders of any Offered Securities and the
         related Subsidiary Guarantees.

                  (n) The Company and the Guarantors will comply with all of
         their respective agreements set forth in the Registration Rights
         Agreement.

                  (o) The Company and the Guarantors will use their respective
         best efforts to do and perform all things required or necessary to be
         done and performed under this Agreement by them prior to the Closing
         Date and to satisfy all conditions precedent to the delivery of the
         Offered Securities and the Subsidiary Guarantees.

                  (p) CSK will use its best efforts to cause the holders of its
         7% convertible subordinated debentures due December 2006 (the
         "CONVERTIBLE DEBENTURES") to fully convert such Convertible Debentures
         into shares of CSK common stock as promptly as practicable following
         the Closing Date.

         6. Conditions of the Obligations of the Purchasers. The obligations of
the several Purchasers to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Company and the Guarantors herein, to the accuracy of the statements of officers
of the Company and the Guarantors made pursuant to the provisions hereof, to the
performance by the Company and the Guarantors of their obligations hereunder and
to the following additional conditions precedent:

                  (a) The Purchasers shall have received a letter, dated the
         date of this Agreement, from PricewaterhouseCoopers LLP in agreed form
         confirming that they are independent public accountants within the
         meaning of the Securities Act and the applicable published rules and
         regulations thereunder ("RULES AND REGULATIONS") and to the effect
         that:

                           (i) in their opinion the financial statements
                  examined by them and included in the Offering Document and in
                  the Exchange Act Reports comply as to form in all material
                  respects with the applicable accounting requirements of the
                  Securities Act and the related published Rules and
                  Regulations;

                           (ii) they have performed the procedures specified by
                  the American Institute of Certified Public Accountants for a
                  review of interim financial information as described in
                  Statement of Auditing Standards No. 71, Interim Financial
                  Information, on the unaudited financial statements included in
                  the Offering Document and in the Exchange Act Reports;

                           (iii) on the basis of the review referred to in
                  clause (ii) above a reading of the latest available interim
                  financial statements of the Company, inquiries of officials of
                  the Company who have responsibility for financial and
                  accounting matters and other specified procedures, nothing
                  came to their attention that caused them to believe that:

                                    (A) the unaudited financial statements
                           included in the Offering Document or in the Exchange
                           Act Reports do not comply as to form in all material
                           respects with the applicable accounting requirements
                           of the Securities Act and the related published Rules
                           and Regulations or any material modifications should
                           be made to such unaudited financial statements for
                           them to be in conformity with generally accepted
                           accounting principles;

                                    (B) at the date of the latest available
                           balance sheet read by such accountants, or at a
                           subsequent specified date not more than three
                           business days prior to the date of this Agreement,
                           there was any change in the capital stock or any
                           increase in short-term indebtedness or long-term debt
                           of the Company and its consolidated subsidiaries or,
                           at the date of the latest available balance sheet
                           read by such accountants, there was any decrease in
                           consolidated net current assets or net


                                       12
<PAGE>
                           assets, as compared with amounts shown on the latest
                           balance sheet included in the Offering Document; or

                                    (C) for the period from the closing date of
                           the latest income statement included in the Offering
                           Document to the closing date of the latest available
                           income statement read by such accountants there were
                           any decreases, as compared with the corresponding
                           period of the previous year, in consolidated net
                           sales, net operating income, consolidated net income
                           or in the ratio of earnings to fixed charges;

                  except in all cases set forth in clauses (B) and (C) above for
                  changes, increases or decreases which the Offering Document
                  discloses have occurred or may occur or which are described in
                  such letter; and

                           (iv) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial information contained in the Offering Document and
                  the Exchange Act Reports (in each case to the extent that such
                  dollar amounts, percentages and other financial information
                  are derived from the general accounting records of the Company
                  and its subsidiaries subject to the internal controls of the
                  Company's accounting system or are derived directly from such
                  records by analysis or computation) with the results obtained
                  from inquiries, a reading of such general accounting records
                  and other procedures specified in such letter and have found
                  such dollar amounts, percentages and other financial
                  information to be in agreement with such results, except as
                  otherwise specified in such letter.

                  (b) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) a change in U.S. or
         international financial political or economic conditions or currency
         exchange rates or exchange controls as would, in the judgment of CSFBC,
         be likely to prejudice materially the success of the proposed issue,
         sale or distribution of the Offered Securities, whether in the primary
         market or in respect of dealings in the secondary market, or (ii) (A)
         any change, or any development or event involving a prospective change,
         in the condition (financial or other), business, properties or results
         of operations of the Company and its subsidiaries which, in the
         judgment of a majority in interest of the Purchasers including CSFBC,
         is material and adverse and makes it impractical or inadvisable to
         proceed with completion of the offering or the sale of and payment for
         the Offered Securities; (B) any downgrading in the rating of any debt
         securities of the Company by any "nationally recognized statistical
         rating organization" (as defined for purposes of Rule 436(g) under the
         Securities Act), or any public announcement that any such organization
         has under surveillance or review its rating of any debt securities of
         the Company (other than an announcement with positive implications of a
         possible upgrading, and no implication of a possible downgrading, of
         such rating) or any announcement that the Company has been placed on
         negative outlook; (C) any suspension or limitation of trading in
         securities generally on the New York Stock Exchange, or any setting of
         minimum prices for trading on such exchange, or any suspension of
         trading of any securities of the Company on any exchange or in the
         over-the-counter market; (D) any banking moratorium declared by U.S.
         Federal or New York authorities; or (E) any disruption of settlement of
         securities; or (F) any attack on, outbreak or escalation of hostilities
         or act of terrorism involving the United States, any declaration of war
         by Congress or any other substantial national or international calamity
         or emergency if, in the judgment of a majority in interest of the
         Purchasers including CSFBC, the effect of any such attack, outbreak,
         escalation, act, declaration, calamity or emergency makes it
         impractical or inadvisable to proceed with completion of the offering
         or sale of and payment for the Offered Securities.

                  (c) The Purchasers shall have received an opinion, dated the
         Closing Date, from the office of the General Counsel to the Company and
         the Guarantors, that:

                           (i) The Company has been duly incorporated and is a
                  validly existing corporation in good standing under the laws
                  of the State of Arizona, with corporate power


                                       13
<PAGE>
                  and authority to own its properties and conduct its business
                  as described in the Offering Document and to execute, deliver,
                  issue and sell the Offered Securities; and the Company is duly
                  qualified to do business as a foreign corporation in good
                  standing in all other jurisdictions in which its ownership or
                  lease of property or the conduct of its business requires such
                  qualification, except to the extent that the failure to be so
                  qualified or be in good standing would not have a Material
                  Adverse Effect.

                           (ii) All of the outstanding shares of capital stock
                  of the Company have been duly authorized and validly issued
                  and are fully paid and non-assessable.

                           (iii) Each of the Guarantors is a validly existing
                  corporation in good standing under the laws of the
                  jurisdiction of its incorporation, with corporate power and
                  authority to own its respective properties and conduct its
                  respective business as described in the Offering Document and
                  to execute and deliver the Guarantees; and each Guarantor is
                  duly qualified to do business as a foreign corporation in good
                  standing in all other jurisdictions in which its ownership or
                  lease of property or the conduct of its business requires such
                  qualification, except to the extent that the failure to be so
                  qualified or be in good standing would not have a Material
                  Adverse Effect. The capital stock of each Guarantor owned by
                  the Company, directly or through subsidiaries, is, to the
                  knowledge of such counsel, owned free from liens, encumbrances
                  and defects (other than the liens to secure the Company's
                  obligations under its new credit facility, all of which are
                  disclosed in the Offering Circular, and other liens that
                  individually or in the aggregate would not have a Material
                  Adverse Effect).

                           (iv) The Indenture has been duly authorized, executed
                  and delivered by the Company and each Guarantor; the Offered
                  Securities have been duly authorized, executed and delivered
                  by the Company and the Guarantee of each Guarantor has been
                  duly authorized, executed and delivered by such Guarantor.

                           (v) The Exchange Securities have been duly
                  authorized, executed and delivered by the Company and the
                  Guarantee to be endorsed on the Exchange Securities by each
                  Guarantor has been duly authorized, executed and delivered by
                  such Guarantor.

                           (vi) This Agreement and the Registration Rights
                  Agreement have each been duly authorized, executed and
                  delivered by the Company and each of the Guarantors.

                           (vii) There are no pending actions, suits or
                  proceedings against the Company, any of its Guarantors or any
                  of their respective properties that would reasonably be
                  expected, individually or in the aggregate, to have a Material
                  Adverse Effect, or materially and adversely affect the ability
                  of the Company to perform its obligations under the Indenture,
                  this Agreement or the Registration Rights Agreement; and, to
                  such counsel's knowledge, no such actions, suits or
                  proceedings are threatened.

                           (viii) The execution, delivery and performance by the
                  Company and each Guarantor of the Indenture, this Agreement
                  and the Registration Rights Agreement to which it is a party,
                  and the issuance and sale of the Offered Securities and the
                  Guarantees in compliance with the terms and provisions hereof
                  and thereof, will not require any consent, authorization,
                  filing with or approval of any governmental authority or
                  regulatory body of the State of Arizona under any law or
                  regulation of the State of Arizona applicable to the Company
                  or such Guarantor that, in our experience, is generally
                  applicable to transactions in the nature of those contemplated
                  by this Agreement, except for such filings or approvals that,
                  if not made or obtained, would not have a Material Adverse
                  Effect. We are expressing no opinion in this paragraph
                  regarding the federal or any state securities laws.

                           (ix) The execution, delivery and performance by the
                  Company and each Guarantor of the Indenture, this Agreement,
                  the Registration Rights Agreement and the


                                       14
<PAGE>
                  issuance and sale of the Offered Securities and the Guarantees
                  in compliance with the terms and provisions hereof and
                  thereof, will not (A) result in a breach or violation of any
                  of the terms and provisions of, or constitute a default under,
                  (i) any law or regulation of the State of Arizona applicable
                  to the Company or such Guarantor that, in our experience, is
                  generally applicable to transactions in the nature of those
                  contemplated by this Agreement, (ii) based solely upon review
                  of the orders, judgments or decrees identified to us in an
                  Officers' Certificate as constituting all orders, judgments or
                  decrees binding on the Company or any Guarantor, which are
                  listed in Schedule B to the opinion, any order, judgment or
                  decree of any court or other agency of government binding on
                  the Company or any Guarantor, (iii) based solely upon review
                  of the documents identified to me in an Officers' Certificate
                  as constituting all material contracts of the Company or any
                  Guarantor, which are listed in Schedule C to the opinion and
                  include, at a minimum, those Exhibits filed with CSK's most
                  recent Form 10-K, any exhibits filed by CSK with any
                  subsequent SEC filings and the new $300.0 million senior
                  secured credit facility entered into by the Company and the
                  purchase agreement, registration rights agreement and voting
                  agreement entered into by CSK in connection with the issuance
                  by CSK of the Convertible Debentures and the Convertible
                  Debentures and warrants issued in connection therewith (each a
                  "MATERIAL CONTRACT"), any Material Contract or (iv) the
                  charter or bylaws of the Company or any Guarantor, or (B)
                  result in or require the creation or imposition of any lien or
                  encumbrance upon any assets of the Company or any Guarantor
                  under any Material Contract. We are expressing no opinion in
                  this paragraph regarding the federal or any state securities
                  laws.

                  (d) The Purchasers shall have received an opinion, dated the
Closing Date, of Gibson, Dunn & Crutcher LLP, counsel for the Company and the
Guarantors, that:

                           (i) The Offered Securities conform in all material
                  respects to the description thereof contained in the Offering
                  Circular.

                           (ii) The Indenture constitutes, and the Offered
                  Securities, when executed and authenticated in accordance with
                  the provisions of the Indenture and delivered, and paid for by
                  the Purchasers in accordance with the terms of this Agreement,
                  will constitute, legal, valid and binding obligations of the
                  Company enforceable against the Company in accordance with
                  their terms.

                           (iii) The Guarantees of each Guarantor conform in all
                  material respects to the description thereof contained in the
                  Offering Circular.

                           (iv) When the Offered Securities and the Guarantees
                  have been executed and authenticated in accordance with the
                  provisions of the Indenture and delivered, and paid for by the
                  Purchasers in accordance with the terms of this Agreement, the
                  Guarantees will constitute legal, valid and binding
                  obligations of such Guarantor, enforceable against it in
                  accordance with their terms.

                           (v) When the Exchange Securities have been issued,
                  executed and authenticated in accordance with the terms of the
                  Exchange Offer and the Indenture in exchange for the Offered
                  Securities, the Exchange Securities will be entitled to the
                  benefits of the Indenture and the Exchange Securities will
                  constitute legal, valid and binding obligations of the
                  Company, enforceable against the Company in accordance with
                  their terms.

                           (vi) When the Exchange Securities (and the Guarantees
                  to be endorsed thereon) have been issued, executed and
                  authenticated in accordance with the terms of the Exchange
                  Offer and the Indenture in exchange for the Offered
                  Securities, the Guarantee of each Guarantor endorsed thereon
                  will constitute legal, valid and binding obligations of such
                  Guarantor, enforceable against it in accordance with its
                  terms.


                                       15
<PAGE>
                           (vii) The Registration Rights Agreement is a legal,
                  valid and binding obligation of the Company and each of the
                  Guarantors, enforceable against the Company and each Guarantor
                  in accordance with its terms.

                           (viii) The Company is not, and after giving effect to
                  the offering and sale of the Offered Securities and the
                  application of the proceeds thereof as described in the
                  Offering Circular the Company will not be, required to
                  register as an "investment company" as defined in the
                  Investment Company Act.

                           (ix) The execution, delivery and performance by the
                  Company and each Guarantor of the Indenture, this Agreement
                  and the Registration Rights Agreement to which it is a party,
                  and the issuance and sale of the Offered Securities and the
                  Guarantees in compliance with the terms and provisions hereof
                  and thereof, will not require any consent, authorization,
                  filing with or approval of any governmental authority or
                  regulatory body of the State of New York or the United States
                  of America under any law or regulation of the State of New
                  York or the United States of America applicable to the Company
                  or such Guarantor that, in our experience, is generally
                  applicable to transactions in the nature of those contemplated
                  by this Agreement, except for such filings or approvals that,
                  if not made or obtained, would not have a Material Adverse
                  Effect. We are expressing no opinion in this paragraph
                  regarding the federal or any state securities laws.

                           (x) The execution, delivery and performance by the
                  Company and each Guarantor of the Indenture, this Agreement,
                  the Registration Rights Agreement to which it is a party, and
                  the issuance and sale of the Offered Securities and the
                  Guarantees in compliance with the terms and provisions hereof
                  and thereof, will not (A) result in a breach or violation of
                  any of the terms and provisions of, or constitute a default
                  under, (i) any law or regulation of the State of New York or
                  the United States of America applicable to the Company or such
                  Guarantor that, in our experience, is generally applicable to
                  transactions in the nature of those contemplated by this
                  Agreement, (ii) based solely upon review of the orders,
                  judgments or decrees identified to us in an Officers'
                  Certificate as constituting all orders, judgments or decrees
                  binding on the Company or any Guarantor, which are listed in
                  Schedule B to the opinion, any order, judgment or decree of
                  any court or other agency of government binding on the Company
                  or any Guarantor or (iii) based solely upon review of the
                  Material Contracts, any Material Contract or (B) result in or
                  require the creation or imposition of any lien or encumbrance
                  upon any assets of the Company or any Guarantor under any
                  Material Contract. We are expressing no opinion in this
                  paragraph regarding the federal or any state securities laws.

                           (xi) No Material Contract grants any person the right
                  (1) except as disclosed in the Offering Circular, to require
                  the Company or such Guarantor to file a registration statement
                  under the Securities Act with respect to any securities of the
                  Company or such Guarantor or (2) to require the Company or
                  such Guarantor to include such securities with the Securities
                  and Guarantees registered pursuant to any Registration
                  Statement.

                           (xii) Assuming the accuracy of the representations
                  and warranties of the Purchasers and compliance by them with
                  their agreements contained in the Purchase Agreement, no
                  registration of the Offered Securities under the Securities
                  Act, and no qualification of the Indenture under the Trust
                  Indenture Act of 1939, as amended, is required for (1) the
                  offer, sale and delivery of the Offered Securities by the
                  Company to the several Purchasers pursuant to this Agreement
                  on the date hereof or (2) the resales of the Offered
                  Securities by the several Purchasers in the manner
                  contemplated by this Agreement, it being understood that we
                  express no opinion as to any subsequent resale of the Offered
                  Securities.

                           (xiii) The statements in the Offering Circular under
                  the caption "Certain United States Federal Income Tax
                  Consequences," insofar as such statements constitute a summary


                                       16
<PAGE>
                  of the United States federal tax laws referred to therein, are
                  accurate and fairly summarize in all material respects the
                  United States federal tax laws referred to therein.

         Such counsel shall state that (A) they have participated in conferences
with officers and other representatives of the Company, representatives of the
independent auditors of the Company and representatives of the Purchasers at
which the contents of the Offering Circular and related matters were discussed,
(B) because the purpose of their professional engagement was not to establish or
confirm factual matters and because the scope of our examination of the affairs
of the Company and the Guarantors did not permit us to verify the accuracy,
completeness or fairness of the statements set forth in the Offering Circular,
such counsel are not passing upon and do not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the Offering
Circular except to the extent set forth in paragraphs (i), (iii) and (xiii)
above and (C) on the basis of the foregoing, and except for the financial
statements and schedules and other financial data included therein as to which
we express no such belief, no facts have come to our attention that lead us to
believe that the Offering Circular, as of the date thereof and as of the date
hereof contained or contains an untrue statement of a material fact or omitted
or omits to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

                  (e) The Purchasers shall have received from Skadden, Arps,
         Slate, Meagher & Flom LLP, counsel for the Purchasers, such opinion or
         opinions, dated the Closing Date, with respect to the incorporation of
         the Company, the validity of the Offered Securities, the Offering
         Circular, the exemption from registration for the offer and sale of the
         Offered Securities by the Company to the several Purchasers and the
         resales by the several Purchasers as contemplated hereby and other
         related matters as CSFBC may require, and the Company shall have
         furnished to such counsel such documents as they request for the
         purpose of enabling them to pass upon such matters.

                  (f) The Purchasers shall have received a certificate, dated
         the Closing Date, of the President or any Vice President and a
         principal financial or accounting officer of the Company and each
         Guarantor in which such officers, to the best of their knowledge after
         reasonable investigation, shall state that the representations and
         warranties of the Company and the Guarantors in this Agreement are true
         and correct in all material respects (except for those representations
         and warranties that are already qualified as to materiality, in which
         case such representations and warranties shall be true in all
         respects), that the Company and the Guarantors have complied with all
         agreements and satisfied all conditions on its part to be performed or
         satisfied hereunder at or prior to the Closing Date, and that,
         subsequent to the respective dates of the most recent financial
         statements in the Offering Document there has been no material adverse
         change, nor any development or event involving a prospective material
         adverse change, in the condition (financial or other), business,
         properties or results of operations of the Company and the Guarantors
         taken as a whole except as set forth in or contemplated by the Offering
         Document or as described in such certificate.

                  (g) The Purchasers shall have received a letter, dated the
         Closing Date, of PricewaterhouseCoopers LLP which meets the
         requirements of subsection (a) of this Section, except that the
         specified date referred to in such subsection will be a date not more
         than three days prior to the Closing Date for the purposes of this
         subsection.

                  (h) The Company shall have entered into a new $300.0 million
         senior secured credit facility on terms substantially similar to the
         terms described in the Offering Circular, the cash proceeds of which
         shall be used to repay indebtedness outstanding under the Third Amended
         and Restated Credit Agreement, dated as of September 30, 1999, as
         amended, among the Company, The Chase Manhattan Bank, DLJ Capital
         Funding, Inc., Lehman Commercial Paper Inc. and the lenders referred to
         therein (the "EXISTING CREDIT AGREEMENT"). The Company shall deliver
         true and correct, fully executed copies of such new credit facility and
         any related documents to the Purchasers on the Closing Date.

                  (i) CSK shall have issued at least $50.0 million of
         Convertible Debentures on terms substantially similar to the terms
         described in the Offering Circular, the net cash proceeds of which


                                       17
<PAGE>
         shall be contributed to the Company and used to repay indebtedness
         outstanding under the Existing Credit Agreement. The Company shall
         deliver true and correct, fully executed copies of the Convertible
         Debentures and any related documents to the Purchasers on the Closing
         Date.

                  (j) CSK and the holders of a majority of the outstanding
         common stock of CSK (including the shares of common stock issuable upon
         conversion of CSK's 7% Convertible Subordinated Notes, dated August 14,
         2001) shall have entered into an irrevocable voting agreement wherein
         such stockholders shall have agreed to approve the issuance of the
         common stock underlying the Convertible Debentures and any related
         documents. The Company shall deliver true and correct, fully executed
         copies of the voting agreement and any related documents to the
         Purchasers on the Closing Date.

                  (k) CSK shall have irrevocably exercised its right to convert
         all of the unpaid principal amount of 7% Convertible Subordinated
         Notes, dated August 14, 2001, into shares of CSK common stock.

         The Company will furnish the Purchasers with such conformed copies of
such opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFBC may in its sole discretion waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder.

         7.       Indemnification and Contribution.

                  (a) The Company will indemnify and hold harmless each
         Purchaser, its partners, directors and officers and each person, if
         any, who controls such Purchaser within the meaning of Section 15 of
         the Securities Act, against any losses, claims, damages or liabilities,
         joint or several, to which such Purchaser may become subject, under the
         Securities Act or the Exchange Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon any breach of any of the representations
         and warranties of the Company contained herein or any untrue statement
         or alleged untrue statement of any material fact contained in the
         Offering Document, or any amendment or supplement thereto, or any
         related preliminary offering circular or the Exchange Act Reports, or
         arise out of or are based upon the omission or alleged omission to
         state therein a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, including any losses, claims, damages or liabilities
         arising out of or based upon the Company's failure to perform its
         obligations under Section 5(a) of this Agreement, and will reimburse
         each Purchaser for any legal or other expenses reasonably incurred by
         such Purchaser in connection with investigating or defending any such
         loss, claim, damage, liability or action as such expenses are incurred;
         provided, however, that the Company will not be liable in any such case
         to the extent that any such loss, claim, damage or liability arises out
         of or is based upon an untrue statement or alleged untrue statement in
         or omission or alleged omission from any of such documents in reliance
         upon and in conformity with written information furnished to the
         Company by any Purchaser through CSFBC specifically for use therein, it
         being understood and agreed that the only such information consists of
         the information described as such in subsection (b) below; provided
         further, that the foregoing indemnity agreement with respect to any
         Preliminary Offering Circular shall not inure to the benefit of any
         Purchaser who failed to deliver an Offering Circular, as then amended
         or supplemented (so long as the Offering Circular and any amendment or
         supplement thereto was provided by the Company to the several
         Purchasers in the requisite quantity and on a timely basis to permit
         proper delivery on or prior to the Closing Date), to the person
         asserting any losses, claims, damages, liabilities or judgments caused
         by any untrue statement or alleged untrue statement of a material fact
         contained in any Preliminary Offering Circular, or caused by any
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, if such material misstatement or omission or alleged
         material misstatement or omission was cured in the Offering Circular,
         as so amended or supplemented.


                                       18
<PAGE>
                  (b) Each Purchaser will severally and not jointly indemnify
         and hold harmless the Company, its directors and officers and each
         person, if any, who controls the Company within the meaning of Section
         15 of the Securities Act, against any losses, claims, damages or
         liabilities to which the Company may become subject, under the
         Securities Act or the Exchange Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon any untrue statement or alleged untrue
         statement of any material fact contained in the Offering Document, or
         any amendment or supplement thereto, or any related preliminary
         offering circular, or arise out of or are based upon the omission or
         the alleged omission to state therein a 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 to the extent,
         but only to the extent, that such untrue statement or alleged untrue
         statement or omission or alleged omission was made in reliance upon and
         in conformity with written information furnished to the Company by such
         Purchaser through CSFBC specifically for use therein, and will
         reimburse any legal or other expenses reasonably incurred by the
         Company in connection with investigating or defending any such loss,
         claim, damage, liability or action as such expenses are incurred, it
         being understood and agreed that the only such information furnished by
         any Purchaser consists of the following information in the Offering
         Document furnished on behalf of each Purchaser: under the caption "Plan
         of Distribution," the third sentence of paragraph nine and paragraph
         eleven; provided, however, that the Purchasers shall not be liable for
         any losses, claims, damages or liabilities arising out of or based upon
         the Company's failure to perform its obligations under Section 5(a) of
         this Agreement.

                  (c) Promptly after receipt by an indemnified party under this
         Section of notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under subsection (a) or (b) above, notify the
         indemnifying party of the commencement thereof; but the omission so to
         notify the indemnifying party will not relieve it from any liability
         which it may have to any indemnified party otherwise than under
         subsection (a) or (b) above. In case any such action is brought against
         any indemnified party and it notifies the indemnifying party of the
         commencement thereof, the indemnifying party will be entitled to
         participate therein and, to the extent that it may wish, jointly with
         any other indemnifying party similarly notified, to assume the defense
         thereof, with counsel satisfactory to such indemnified party (who shall
         not, except with the consent of the indemnified party, be counsel to
         the indemnifying party), and after notice from the indemnifying party
         to such indemnified party of its election so to assume the defense
         thereof, the indemnifying party will not be liable to such indemnified
         party under this Section 7 for any legal or other expenses subsequently
         incurred by such indemnified party in connection with the defense
         thereof other than reasonable costs of investigation. No indemnifying
         party shall, without the prior written consent of the indemnified
         party, effect any settlement of any pending or threatened action in
         respect of which any indemnified party is or could have been a party
         and indemnity could have been sought hereunder by such indemnified
         party unless such settlement includes an unconditional release of such
         indemnified party from all liability on any claims that are the subject
         matter of such action and does not include a statement as to or an
         admission of fault, culpability or failure to act by or on behalf of
         any indemnified party.

                  (d) If the indemnification provided for in this Section 7 is
         unavailable or insufficient to hold harmless an indemnified party under
         subsection (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities referred to in
         subsection (a) or (b) above (i) in such proportion as is appropriate to
         reflect the relative benefits received by the Company on the one hand
         and the Purchasers on the other from the offering of the Offered
         Securities or (ii) if the allocation provided by clause (i) above is
         not permitted by applicable law, in such proportion as is appropriate
         to reflect not only the relative benefits referred to in clause (i)
         above but also the relative fault of the Company on the one hand and
         the Purchasers on the other in connection with the statements or
         omissions which resulted in such losses, claims, damages or liabilities
         as well as any other relevant equitable considerations. The relative
         benefits received by the Company on the one hand and the Purchasers on
         the other shall be deemed to be in the same proportion as the total net
         proceeds from the offering (before deducting expenses) received by the
         Company bear to the total discounts and commissions


                                       19
<PAGE>
         received by the Purchasers from the Company under this Agreement. The
         relative fault shall be determined by reference to, among other things,
         whether the untrue or alleged untrue statement of a material fact or
         the omission or alleged omission to state a material fact relates to
         information supplied by the Company or the Purchasers and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such untrue statement or omission. The amount paid
         by an indemnified party as a result of the losses, claims, damages or
         liabilities referred to in the first sentence of this subsection (d)
         shall be deemed to include any legal or other expenses reasonably
         incurred by such indemnified party in connection with investigating or
         defending any action or claim which is the subject of this subsection
         (d). Notwithstanding the provisions of this subsection (d), no
         Purchaser shall be required to contribute any amount in excess of the
         amount by which the total discounts, fees and commissions received by
         such Purchaser exceeds the amount of any damages which such Purchaser
         has otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission. The Purchasers'
         obligations in this subsection (d) to contribute are several in
         proportion to their respective purchase obligations and not joint.

                  (e) The obligations of the Company under this Section 7 shall
         be in addition to any liability which the Company may otherwise have
         and shall extend, upon the same terms and conditions, to each person,
         if any, who controls any Purchaser within the meaning of the Securities
         Act or the Exchange Act; and the obligations of the Purchasers under
         this Section shall be in addition to any liability which the respective
         Purchasers may otherwise have and shall extend, upon the same terms and
         conditions, to each person, if any, who controls the Company within the
         meaning of the Securities Act or the Exchange Act.

         8. Default of Purchasers. If any Purchaser or Purchasers default in
their obligations to purchase Offered Securities hereunder and the aggregate
principal amount of Offered Securities that such defaulting Purchaser or
Purchasers agreed but failed to purchase does not exceed 10% of the total
principal amount of Offered Securities, CSFBC may make arrangements satisfactory
to the Company for the purchase of such Offered Securities by other persons,
including any of the Purchasers, but if no such arrangements are made by the
Closing Date, the non-defaulting Purchasers shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Purchasers agreed but failed to purchase. If any
Purchaser or Purchasers so default and the aggregate principal amount of Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the total principal amount of Offered Securities and arrangements satisfactory
to CSFBC and the Company for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Purchaser or the
Company, except as provided in Section 9. As used in this Agreement, the term
"Purchaser" includes any person substituted for a Purchaser under this Section.
Nothing herein will relieve a defaulting Purchaser from liability for its
default.

         9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Purchaser, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Purchasers is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Purchasers pursuant to Section 7 shall remain
in effect. If the purchase of the Offered Securities by the Purchasers is not
consummated for any reason other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurrence of any event specified in
clause (C), (D) or (E) of Section 6(b)(ii), the Company will reimburse the
Purchasers for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.

         10. Notices. All communications hereunder will be in writing and, if
sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to
the Purchasers, c/o Credit Suisse First Boston


                                       20
<PAGE>
         Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629,
         Attention: Investment Banking Department - Transactions Advisory Group,
         or, if sent to the Company or the Guarantors, will be mailed, delivered
         or telegraphed and confirmed to it at CSK Auto, Inc., 645 East Missouri
         Avenue, Suite 400, Phoenix, Arizona 85012, Attention: Chief Financial
         Officer; provided, however, that any notice to a Purchaser pursuant to
         Section 7 will be mailed, delivered or telegraphed and confirmed to
         such Purchaser.

         11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Company as if such
holders were parties thereto.

         12. Representation of Purchasers. You will act for the several
Purchasers in connection with this purchase, and any action under this Agreement
taken by you jointly or by CSFBC will be binding upon all the Purchasers.

         13. Counterparts. 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.

         14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).

         The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.


                                       21
<PAGE>
         If the foregoing is in accordance with the Purchasers' understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Purchasers in accordance with its terms.

                                        Very truly yours,

                                        ISSUER

                                        CSK AUTO, INC.


                                        BY /s/ Lon B. Novatt
                                              Name: Lon B. Novatt
                                              Title: Senior Vice President

                                        GUARANTORS

                                        CSK AUTO CORPORATION

                                        BY /s/ Lon B. Novatt
                                              Name: Lon B. Novatt
                                              Title: Senior Vice President

                                        AUTOMOTIVE INFORMATION SYSTEMS, INC.

                                        BY /s/ Lon B. Novatt
                                              Name: Lon B. Novatt
                                              Title: Senior Vice President

                                        CSK AUTO.COM, INC.

                                        BY /s/ Lon B. Novatt
                                              Name: Lon B. Novatt
                                              Title: Senior Vice President

The foregoing Purchase Agreement
   is hereby confirmed and accepted
   as of the date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
J.P. MORGAN SECURITIES INC.
UBS WARBURG LLC,
As Representatives of the Several Purchasers,
 c/o Credit Suisse First Boston Corporation,
            Eleven Madison Avenue,
          New York, N.Y. 10010-3629

By CREDIT SUISSE FIRST BOSTON CORPORATION

         By /s/ Niron Stabinsky
              Name: Niron Stabinsky
              Title: Director


                                       22
<PAGE>
                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                            PRINCIPAL AMOUNT OF
                  PURCHASER                                 OFFERED SECURITIES
                  ---------                                 ------------------
<S>                                                         <C>
Credit Suisse First Boston Corporation.................          $ 93,333,334
J.P. Morgan Securities Inc.............................            93,333,333
UBS Warburg LLC........................................            93,333,333
                                                                 ------------
                          Total........................          $280,000,000
                                                                 ============
</TABLE>


                                       23
<PAGE>
                                   SCHEDULE B

                                  Subsidiaries

Automotive Information Systems, Inc.

CSKAUTO.COM, Inc.



                                       24
<PAGE>
                                    EXHIBIT I

                      Form of Registration Rights Agreement


                                       25

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>p66059ex99-5.txt
<DESCRIPTION>EXHIBIT 99.5
<TEXT>
<PAGE>

                                  $280,000,000                      EXHIBIT 99.5

                                 CSK AUTO, INC.

                            12% SENIOR NOTES DUE 2006

                          REGISTRATION RIGHTS AGREEMENT

                                                               December 21, 2001

CREDIT SUISSE FIRST BOSTON CORPORATION
J.P. MORGAN SECURITIES INC.
UBS WARBURG LLC
c/o Credit Suisse First Boston Corporation
      Eleven Madison Avenue
      New York, New York 10010-3629

Dear Sirs:

         CSK Auto, Inc., an Arizona corporation (the "ISSUER"), proposes to
issue and sell to Credit Suisse First Boston Corporation, J.P. Morgan Securities
Inc. and UBS Warburg LLC (collectively, the "INITIAL PURCHASERS"), upon the
terms set forth in a purchase agreement of even date herewith (the "PURCHASE
AGREEMENT"), $280,000,000 aggregate principal amount of its 12% Senior Notes due
2006 (the "INITIAL SECURITIES") to be guaranteed (the "GUARANTIES") by CSK Auto
Corporation, Automotive Information Systems, Inc. and CSK Auto.com, Inc. (the
"Guarantors" and, collectively with the Issuer, the "COMPANY"). The Initial
Securities will be issued pursuant to an Indenture, dated as of the Closing
Date, (the "INDENTURE"), among the Company, the Guarantors named therein and The
Bank of New York, as trustee (the "TRUSTEE"). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company agrees with the
Initial Purchasers, for the benefit of the Initial Purchasers and the holders of
the Securities (as defined below) (collectively the "HOLDERS"), as follows:

         1. Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 60 days (such 60th day being a
"FILING DEADLINE") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file
with the Securities and Exchange Commission (the "COMMISSION") a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Company shall use its reasonable best efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such 180th day being an
"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION
PERIOD").

         If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to use its reasonable best efforts to
consummate the Registered Exchange Offer no later than 40 days after the date on
which the Exchange Offer Registration Statement is declared effective (such 40th
day being the "CONSUMMATION DEADLINE").
<PAGE>
         Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act, and to the extent required in accordance with Section
3(h), without material restrictions under the securities laws of the several
states of the United States.

         The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

         The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days after the expiration date of the Registered
Exchange Offer and the date on which all Exchanging Dealers and the Initial
Purchasers have sold all Exchange Securities held by them (unless such period is
extended pursuant to Section 3(j) below) and (ii) the Company shall make such
prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the expiration date of the
Registered Exchange Offer.

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".

         In connection with the Registered Exchange Offer, the Company shall:

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         30 days (or longer, if required by applicable law) after the date
         notice thereof is mailed to the Holders;

                                       2
<PAGE>
                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York, which may be the Trustee or an affiliate of the Trustee;

                  (d) permit Holders to withdraw tendered Initial Securities at
         any time prior to the close of business, New York time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e) otherwise comply with all applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

                  (x) accept for exchange all the Initial Securities validly
         tendered and not withdrawn pursuant to the Registered Exchange Offer
         and the Private Exchange;

                  (y) deliver to the Trustee for cancellation all the Initial
         Securities so accepted for exchange; and

                  (z) cause the Trustee to authenticate and deliver promptly to
         each Holder of the Initial Securities, Exchange Securities or Private
         Exchange Securities, as the case may be, equal in principal amount to
         the Initial Securities of such Holder so accepted for exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein


                                       3
<PAGE>
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.

         2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
220th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities upon consummation
of the Registered Exchange Offer and any such Holder so requests, the Company
shall take the following actions (the date on which any of the conditions
described in the foregoing clauses (i) through (iv) occur, including in the case
of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER
DATE"):

                  (a) The Company shall promptly (but in no event more than 60
         days after the Trigger Date (such 60th day being a "FILING DEADLINE"))
         file with the Commission and thereafter use its best efforts to cause
         to be declared effective no later than 150 days after the Trigger Date
         (such 150th day being an "EFFECTIVENESS DEADLINE") a registration
         statement (the "SHELF REGISTRATION STATEMENT" and, together with the
         Exchange Offer Registration Statement, a "REGISTRATION STATEMENT") on
         an appropriate form under the Securities Act relating to the offer and
         sale of the Transfer Restricted Securities by the Holders thereof from
         time to time in accordance with the methods of distribution set forth
         in the Shelf Registration Statement and Rule 415 under the Securities
         Act (hereinafter, the "SHELF REGISTRATION"); provided, however, that no
         Holder (other than an Initial Purchaser) shall be entitled to have the
         Securities held by it covered by such Shelf Registration Statement
         unless such Holder agrees in writing to be bound by all the provisions
         of this Agreement applicable to such Holder.

                  (b) The Company shall use its best efforts to keep the Shelf
         Registration Statement continuously effective in order to permit the
         prospectus included therein to be lawfully delivered by the Holders of
         the relevant Securities, for a period of two years (or for such longer
         period if extended pursuant to Section 3(j) below) from the date of its
         effectiveness or such shorter period that will terminate when all the
         Securities covered by the Shelf Registration Statement (i) have been
         sold pursuant thereto or (ii) can be sold pursuant to Rule 144 under
         the Securities Act without limitation under clauses (c), (e), (f) and
         (h) of Rule 144 or any successor rule thereof. The Company shall be
         deemed not to have used its best efforts to keep the Shelf Registration
         Statement effective during the requisite period if it voluntarily takes
         any action that would result in Holders of Securities covered thereby
         not being able to offer and sell such Securities during that period,
         unless (i) such action is required by applicable law or (ii) there
         occurs any event contemplated by Section 3(b)(ii) through (v) and the
         Company thereafter complies with the requirements of Section 3(j).

                                       4
<PAGE>
                  (c) Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement, amendment or
         supplement, (i) to comply in all material respects with the applicable
         requirements of the Securities Act and the rules and regulations of the
         Commission and (ii) not to 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, in light of the
         circumstances under which they were made, not misleading.

         3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

                  (a) The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and, in the event that an
         Initial Purchaser (with respect to any portion of an unsold allotment
         from the original offering) is participating in the Registered Exchange
         Offer or the Shelf Registration Statement, the Company shall use its
         best efforts to reflect in each such document, when so filed with the
         Commission, such comments as such Initial Purchaser reasonably may
         propose; (ii) include the information set forth in Annex A hereto on
         the cover, in Annex B hereto in the "Exchange Offer Procedures" section
         and the "Purpose of the Exchange Offer" section and in Annex C hereto
         in the "Plan of Distribution" section of the prospectus forming a part
         of the Exchange Offer Registration Statement and include the
         information set forth in Annex D hereto in the Letter of Transmittal
         delivered pursuant to the Registered Exchange Offer; (iii) if requested
         by an Initial Purchaser, include the information required by Items 507
         or 508 of Regulation S-K under the Securities Act, as applicable, in
         the prospectus forming a part of the Exchange Offer Registration
         Statement; (iv) include within the prospectus contained in the Exchange
         Offer Registration Statement a section entitled "Plan of Distribution,"
         reasonably acceptable to the Initial Purchasers, which shall contain a
         summary statement of the positions taken or policies made by the staff
         of the Commission with respect to the potential "underwriter" status of
         any broker-dealer that is the beneficial owner (as defined in Rule
         13d-3 under the Securities Exchange Act of 1934, as amended (the
         "EXCHANGE ACT")) of Exchange Securities received by such broker-dealer
         in the Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"),
         whether such positions or policies have been publicly disseminated by
         the staff of the Commission or such positions or policies, in the
         reasonable judgment of the Initial Purchasers based upon advice of
         counsel (which may be in-house counsel), represent the prevailing views
         of the staff of the Commission; and (v) in the case of a Shelf
         Registration Statement, include the names of the Holders who propose to
         sell Securities pursuant to the Shelf Registration Statement as selling
         securityholders.

                  (b) The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities and any Participating
         Broker-Dealer from whom the Company has received prior written notice
         that it will be a Participating Broker-Dealer in the Registered
         Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall
         be accompanied by an instruction to suspend the use of the prospectus
         until the requisite changes have been made):

                           (i) when the Registration Statement or any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the prospectus
                  included therein or for additional information;

                                       5
<PAGE>
                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (v) of the happening of any event that requires the
                  Company to make changes in the Registration Statement or the
                  prospectus in order that the Registration Statement or the
                  prospectus does not contain an untrue statement of a material
                  fact nor omit to state a material fact required to be stated
                  therein or necessary to make the statements therein (in the
                  case of the prospectus, in light of the circumstances under
                  which they were made) not misleading.

                  (c) The Company shall make every reasonable effort to obtain
         the withdrawal at the earliest possible time, of any order suspending
         the effectiveness of the Registration Statement.

                  (d) The Company shall furnish to each Holder of Securities
         included within the coverage of the Shelf Registration, without charge,
         at least one copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Holder so requests in writing, all exhibits
         thereto (including those, if any, incorporated by reference).

                  (e) The Company shall deliver to each Exchanging Dealer and
         each Initial Purchaser, and to any other Holder who so requests,
         without charge, at least one copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including financial
         statements and schedules, and, if any Initial Purchaser or any such
         Holder requests, all exhibits thereto (including those incorporated by
         reference).

                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities included within the coverage of
         the Shelf Registration, without charge, as many copies of the
         prospectus (including each preliminary prospectus) included in the
         Shelf Registration Statement and any amendment or supplement thereto as
         such person may reasonably request. The Company consents, subject to
         the provisions of this Agreement, to the use of the prospectus or any
         amendment or supplement thereto by each of the selling Holders of the
         Securities in connection with the offering and sale of the Securities
         covered by the prospectus, or any amendment or supplement thereto,
         included in the Shelf Registration Statement.

                  (g) The Company shall deliver to each Initial Purchaser, any
         Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto by any
         Initial Purchaser, if necessary, any Participating Broker-Dealer and
         such other persons required to deliver a prospectus following the
         Registered Exchange Offer in connection with the offering and sale of
         the Exchange Securities covered by the prospectus, or any amendment or
         supplement thereto, included in such Exchange Offer Registration
         Statement.

                  (h) Prior to any public offering of the Securities pursuant to
         any Registration Statement the Company shall register or qualify or
         cooperate with the Holders of the Securities included therein and their
         respective counsel in connection with the registration or qualification
         of the Securities for offer and sale under the securities or "blue sky"
         laws of such states of the United States as any Holder of the
         Securities reasonably requests in writing and do any and all other acts

                                       6
<PAGE>
         or things necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities covered by such Registration Statement;
         provided, however, that the Company shall not be required to (i)
         qualify generally to do business in any jurisdiction where it is not
         then so qualified or (ii) take any action which would subject it to
         general service of process or to taxation in any jurisdiction where it
         is not then so subject.

                  (i) The Company shall cooperate with the Holders of the
         Securities to facilitate the timely preparation and delivery of
         certificates representing the Securities to be sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations and registered in such names as the Holders may request a
         reasonable period of time prior to sales of the Securities pursuant to
         such Registration Statement.

                  (j) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 3(b) above during the period for
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the Registration Statement or a supplement to the related
         prospectus and any other required document so that, as thereafter
         delivered to Holders of the Securities or purchasers of Securities, the
         prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Initial Purchasers, the Holders of the Securities and any known
         Participating Broker-Dealer in accordance with paragraphs (ii) through
         (v) of Section 3(b) above to suspend the use of the prospectus until
         the requisite changes to the prospectus have been made, then the
         Initial Purchasers, the Holders of the Securities and any such
         Participating Broker-Dealers shall suspend use of such prospectus, and
         the period of effectiveness of the Shelf Registration Statement
         provided for in Section 2(b) above and the Exchange Offer Registration
         Statement provided for in Section 1 above shall each be extended by the
         number of days from and including the date of the giving of such notice
         to and including the date when the Initial Purchasers, the Holders of
         the Securities and any known Participating Broker-Dealer shall have
         received such amended or supplemented prospectus pursuant to this
         Section 3(j).

                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and, if required, provide the
         applicable trustee with printed certificates for the Initial
         Securities, the Exchange Securities or the Private Exchange Securities,
         as the case may be, in a form eligible for deposit with The Depository
         Trust Company.

                  (l) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer or the Shelf Registration and will make
         generally available to its security holders (or otherwise provide in
         accordance with Section 11(a) of the Securities Act) an earnings
         statement satisfying the provisions of Section 11(a) of the Securities
         Act, no later than 45 days after the end of a 12-month period (or 90
         days, if such period is a fiscal year) beginning with the first month
         of the Company's first fiscal quarter commencing after the effective
         date of the Registration Statement, which statement shall cover such
         12-month period.

                  (m) The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (n) The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for


                                       7
<PAGE>
         inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that
         unreasonably fails to furnish such information within a reasonable time
         after receiving such request.

                  (o) The Company shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other action, if any, as any Holder of the Securities
         shall reasonably request in order to facilitate the disposition of the
         Securities pursuant to any Shelf Registration.

                  (p) In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any disposition pursuant
         to the Shelf Registration Statement and any attorney, accountant or
         other agent retained by the Holders of the Securities or any such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and (ii) cause the
         Company's officers, directors, employees, accountants and auditors to
         supply all relevant information reasonably requested by the Holders of
         the Securities or any such underwriter, attorney, accountant or agent
         in connection with the Shelf Registration Statement, in each case, as
         shall be reasonably necessary to enable such persons, to conduct a
         reasonable investigation within the meaning of Section 11 of the
         Securities Act; provided, however, that the foregoing inspection and
         information gathering shall be coordinated on behalf of the Initial
         Purchasers by you and on behalf of the other parties, by one counsel
         designated by and on behalf of such other parties as described in
         Section 4 hereof; and provided further, that such information shall be
         kept confidential by the Holder or by any such attorney, accountant or
         other agent unless required by law or regulation to be disclosed.

                  (q) In the case of any Shelf Registration, the Company, if
         requested by any Holder of Securities covered thereby, shall cause (i)
         its counsel to deliver an opinion and updates thereof relating to the
         Securities in customary form addressed to such Holders and the managing
         underwriters, if any, thereof and dated, in the case of the initial
         opinion, the effective date of such Shelf Registration Statement (it
         being agreed that the matters to be covered by such opinion shall
         include such matters as are customarily included in opinions requested
         in underwritten offerings of such type; (ii) its officers to execute
         and deliver all customary documents and certificates and updates
         thereof requested by any underwriters of the applicable Securities and
         (iii) its independent public accountants and the independent public
         accountants with respect to any other entity for which financial
         information is provided in the Shelf Registration Statement to provide
         to the selling Holders of the applicable Securities and any underwriter
         therefor a comfort letter in customary form and covering matters of the
         type customarily covered in comfort letters in connection with primary
         underwritten offerings, subject to receipt of appropriate documentation
         as contemplated, and only if permitted, by Statement of Auditing
         Standards No. 72.

                  (r) In the case of the Registered Exchange Offer, if requested
         by any Initial Purchaser or any known Participating Broker-Dealer, the
         Company shall cause (i) its counsel to deliver to such Initial
         Purchaser or such Participating Broker-Dealer a signed opinion in the
         form set forth in Section 6(c) of the Purchase Agreement with such
         changes as are customary in connection with the preparation of a
         Registration Statement and (ii) its independent public accountants and
         the independent public accountants with respect to any other entity for
         which financial information is provided in the Registration Statement
         to deliver to such Initial Purchaser or such Participating
         Broker-Dealer a comfort letter, in customary form, meeting the
         requirements as to the substance thereof as set forth in Section 6(a)
         of the Purchase Agreement, with appropriate date changes.

                  (s) If a Registered Exchange Offer or a Private Exchange is to
         be consummated, upon delivery of the Initial Securities by Holders to
         the Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Securities or the Private Exchange
         Securities, as the case may be, the Company shall mark, or caused to be
         marked, on the Initial Securities so exchanged that such Initial
         Securities are being canceled in exchange for the Exchange Securities

                                       8
<PAGE>
         or the Private Exchange Securities, as the case may be; in no event
         shall the Initial Securities be marked as paid or otherwise satisfied.

                  (t) The Company will use its reasonable best efforts to (a) if
         the Initial Securities have been rated prior to the initial sale of
         such Initial Securities, confirm such ratings will apply to the
         Securities covered by a Registration Statement, or (b) if the Initial
         Securities were not previously rated, cause the Securities covered by a
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by Holders of a majority in aggregate
         principal amount of Securities covered by such Registration Statement,
         or by the managing underwriters, if any.

                  (u) In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Securities or participate as a member
         of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules (the "RULES") of
         the National Association of Securities Dealers, Inc. ("NASD")) thereof,
         whether as a Holder of such Securities or as an underwriter, a
         placement or sales agent or a broker or dealer in respect thereof, or
         otherwise, the Company will assist such broker-dealer in complying with
         the requirements of such Rules, including, without limitation, by (i)
         if such Rules, including Rule 2720, shall so require, engaging a
         "qualified independent underwriter" (as defined in Rule 2720) to
         participate in the preparation of the Registration Statement relating
         to such Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Registration Statement is an underwritten offering or is made
         through a placement or sales agent, to recommend the yield of such
         Securities, (ii) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 5 hereof and (iii) providing such information to
         such broker-dealer as may be required in order for such broker-dealer
         to comply with the requirements of the Rules.

                  (v) The Company shall use its reasonable best efforts to take
         all other steps necessary to effect the registration of the Securities
         covered by a Registration Statement contemplated hereby.

         4. Registration Expenses.

                  (a) All expenses incident to the Company's performance of and
         compliance with this Agreement will be borne by the Company, regardless
         of whether a Registration Statement is ever filed or becomes effective,
         including without limitation;

                           (i) all registration and filing fees and expenses;

                           (ii) all fees and expenses of compliance with federal
                  securities and state "blue sky" or securities laws;

                           (iii) all expenses of printing (including printing
                  certificates for the Securities to be issued in the Registered
                  Exchange Offer and the Private Exchange and printing of
                  Prospectuses), messenger and delivery services and telephone;

                           (iv) all fees and disbursements of counsel for the
                  Company; and

                           (v) all fees and disbursements of independent
                  certified public accountants of the Company (including the
                  expenses of any special audit and comfort letters required by
                  or incident to such performance).

         The Company will bear its internal expenses (including, without
         limitation, all salaries and expenses of its officers and employees
         performing legal or accounting duties), the expenses of any annual
         audit and the fees and expenses of any person, including special
         experts, retained by the Company.

                                       9
<PAGE>
                  (b) In connection with any Registration Statement required by
         this Agreement, the Company will reimburse the Initial Purchasers and
         the Holders of Transfer Restricted Securities who are tendering Initial
         Securities in the Registered Exchange Offer and/or selling or reselling
         Securities pursuant to the "Plan of Distribution" contained in the
         Exchange Offer Registration Statement or the Shelf Registration
         Statement, as applicable, for the reasonable fees and disbursements of
         not more than one counsel, who shall be chosen by the Holders of a
         majority in principal amount of the Transfer Restricted Securities for
         whose benefit such Registration Statement is being prepared.

         5. Indemnification.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder of the Securities, any Participating Broker-Dealer and each
         person, if any, who controls such Holder or such Participating
         Broker-Dealer within the meaning of the Securities Act or the Exchange
         Act (each Holder, any Participating Broker-Dealer and such controlling
         persons are referred to collectively as the "INDEMNIFIED PARTIES") from
         and against any losses, claims, damages or liabilities, joint or
         several, or any actions in respect thereof (including, but not limited
         to, any losses, claims, damages, liabilities or actions relating to
         purchases and sales of the Securities) to which each Indemnified Party
         may become subject under the Securities Act, the Exchange Act or
         otherwise, insofar as such losses, claims, damages, liabilities or
         actions arise out of or are based upon any untrue statement or alleged
         untrue statement of a material fact contained in a Registration
         Statement or prospectus or in any amendment or supplement thereto or in
         any preliminary prospectus relating to a Shelf Registration, or arise
         out of, or are based upon, the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and shall reimburse, as
         incurred, the Indemnified Parties for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action in respect
         thereof; provided, however, that (i) the Company shall not be liable in
         any such case to the extent that such loss, claim, damage or liability
         arises out of or is based upon any untrue statement or alleged untrue
         statement or omission or alleged omission made in a Registration
         Statement or prospectus or in any amendment or supplement thereto or in
         any preliminary prospectus relating to a Shelf Registration in reliance
         upon and in conformity with written information pertaining to such
         Holder and furnished to the Company by or on behalf of such Holder
         specifically for inclusion therein and (ii) with respect to any untrue
         statement or omission or alleged untrue statement or omission made in
         any preliminary prospectus relating to a Shelf Registration Statement,
         the indemnity agreement contained in this subsection (a) shall not
         inure to the benefit of any Holder or Participating Broker-Dealer from
         whom the person asserting any such losses, claims, damages or
         liabilities purchased the Securities concerned, to the extent that a
         prospectus relating to such Securities was required to be delivered by
         such Holder or Participating Broker-Dealer under the Securities Act in
         connection with such purchase and any such loss, claim, damage or
         liability of such Holder or Participating Broker-Dealer results from
         the fact that there was not sent or given to such person, at or prior
         to the written confirmation of the sale of such Securities to such
         person, a copy of the final prospectus if the Company had previously
         furnished copies thereof to such Holder or Participating Broker-Dealer;
         provided further, however, that this indemnity agreement will be in
         addition to any liability which the Company may otherwise have to such
         Indemnified Party. The Company shall also indemnify underwriters, their
         officers and directors and each person who controls such underwriters
         within the meaning of the Securities Act or the Exchange Act to the
         same extent as provided above with respect to the indemnification of
         the Holders of the Securities if requested by such Holders.

                  (b) Each Holder of the Securities, severally and not jointly,
         will indemnify and hold harmless (i) the Company and each person, if
         any, who controls the Company within the meaning of the Securities Act
         or the Exchange Act and (ii) each person who signs the Registration
         Statement from and against any losses, claims, damages or liabilities
         or any actions in respect thereof, to which the Company or any such
         controlling person may become subject under the


                                       10
<PAGE>
         Securities Act, the Exchange Act or otherwise, insofar as such losses,
         claims, damages, liabilities or actions arise out of or are based upon
         any untrue statement or alleged untrue statement of a material fact
         contained in a Registration Statement or prospectus or in any amendment
         or supplement thereto or in any preliminary prospectus relating to a
         Shelf Registration, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact necessary to make the
         statements therein not misleading, but in each case only to the extent
         that the untrue statement or omission or alleged untrue statement or
         omission was made in reliance upon and in conformity with written
         information pertaining to such Holder and furnished to the Company by
         or on behalf of such Holder specifically for inclusion therein; and,
         subject to the limitation set forth immediately preceding this clause,
         shall reimburse, as incurred, the Company for any legal or other
         expenses reasonably incurred by the Company or any such controlling
         person in connection with investigating or defending any loss, claim,
         damage, liability or action in respect thereof. This indemnity
         agreement will be in addition to any liability which such Holder may
         otherwise have to the Company or any of its controlling persons.

                  (c) Promptly after receipt by an indemnified party under this
         Section 5 of notice of the commencement of any action or proceeding
         (including a governmental investigation), such indemnified party will,
         if a claim in respect thereof is to be made against the indemnifying
         party under this Section 5, notify the indemnifying party of the
         commencement thereof; but the omission so to notify the indemnifying
         party will not, in any event, relieve the indemnifying party from any
         obligations to any indemnified party other than the indemnification
         obligation provided in paragraph (a) or (b) above. In case any such
         action is brought against any indemnified party, and it notifies the
         indemnifying party of the commencement thereof, the indemnifying party
         will be entitled to participate therein and, to the extent that it may
         wish, jointly with any other indemnifying party similarly notified, to
         assume the defense thereof, with counsel reasonably satisfactory to
         such indemnified party (who shall not, except with the consent of the
         indemnified party, be counsel to the indemnifying party), and after
         notice from the indemnifying party to such indemnified party of its
         election so to assume the defense thereof the indemnifying party will
         not be liable to such indemnified party under this Section 5 for any
         legal or other expenses, other than reasonable costs of investigation,
         subsequently incurred by such indemnified party in connection with the
         defense thereof. No indemnifying party shall, without the prior written
         consent of the indemnified party, effect any settlement of any pending
         or threatened action in respect of which any indemnified party is or
         could have been a party and indemnity could have been sought hereunder
         by such indemnified party unless such settlement includes an
         unconditional release of such indemnified party from all liability on
         any claims that are the subject matter of such action, and 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.

                  (d) If the indemnification provided for in this Section 5 is
         unavailable or insufficient to hold harmless an indemnified party under
         subsections (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities (or actions in
         respect thereof) referred to in subsection (a) or (b) above (i) in such
         proportion as is appropriate to reflect the relative benefits received
         by the indemnifying party or parties on the one hand and the
         indemnified party on the other from the exchange of the Securities,
         pursuant to the Registered Exchange Offer, or (ii) if the allocation
         provided by the foregoing clause (i) is not permitted by applicable
         law, in such proportion as is appropriate to reflect not only the
         relative benefits referred to in clause (i) above but also the relative
         fault of the indemnifying party or parties on the one hand and the
         indemnified party on the other in connection with the statements or
         omissions that resulted in such losses, claims, damages or liabilities
         (or actions in respect thereof) as well as any other relevant equitable
         considerations. The relative fault of the parties shall be determined
         by reference to, among other things, whether the untrue or alleged
         untrue statement of a material fact or the omission or alleged omission
         to state a material fact relates to information supplied by the Company
         on the one hand or such Holder or such other indemnified party, as the
         case may be, on the other, and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or


                                       11
<PAGE>
         omission. The amount paid by an indemnified party as a result of the
         losses, claims, damages or liabilities referred to in the first
         sentence of this subsection (d) shall be deemed to include any legal or
         other expenses reasonably incurred by such indemnified party in
         connection with investigating or defending any action or claim which is
         the subject of this subsection (d). Notwithstanding any other provision
         of this Section 5(d), the Holders of the Securities shall not be
         required to contribute any amount in excess of the amount by which the
         net proceeds received by such Holders from the sale of the Securities
         pursuant to a Registration Statement exceeds the amount of damages
         which such Holders have otherwise been required to pay by reason of
         such untrue or alleged untrue statement or omission or alleged
         omission. 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. For purposes of this paragraph (d), each person, if
         any, who controls such indemnified party within the meaning of the
         Securities Act or the Exchange Act shall have the same rights to
         contribution as such indemnified party and each person, if any, who
         controls the Company within the meaning of the Securities Act or the
         Exchange Act shall have the same rights to contribution as the Company.

                  (e) The agreements contained in this Section 5 shall survive
         the sale of the Securities pursuant to a Registration Statement and
         shall remain in full force and effect, regardless of any termination or
         cancellation of this Agreement or any investigation made by or on
         behalf of any indemnified party.

         6. Liquidated Damages Under Certain Circumstances.

                  (a) Liquidated Damages (the "LIQUIDATED DAMAGES") with respect
         to the Securities shall be assessed as follows if any of the following
         events occur (each such event in clauses (i) through (iv) below being
         herein called a "REGISTRATION DEFAULT"):

                           (i) any Registration Statement required by this
                  Agreement is not filed with the Commission on or prior to the
                  applicable Filing Deadline;

                           (ii) any Registration Statement required by this
                  Agreement is not declared effective by the Commission on or
                  prior to the applicable Effectiveness Deadline;

                           (iii) the Registered Exchange Offer has not been
                  consummated on or prior to the Consummation Deadline; or

                           (iv) subject to Section 6(b), any Registration
                  Statement required by this Agreement has been declared
                  effective by the Commission but (A) such Registration
                  Statement thereafter ceases to be effective or (B) such
                  Registration Statement or the related prospectus ceases to be
                  usable in connection with resales of Transfer Restricted
                  Securities during the periods specified herein because either
                  (1) any event occurs as a result of which the related
                  prospectus forming part of such Registration Statement would
                  include any untrue statement of a material fact or omit to
                  state any material fact necessary to make the statements
                  therein in the light of the circumstances under which they
                  were made not misleading, or (2) it shall be necessary to
                  amend such Registration Statement or supplement the related
                  prospectus, to comply with the Securities Act or the Exchange
                  Act or the respective rules thereunder.

         Each of the foregoing will constitute a Registration Default whatever
         the reason for any such event and whether it is voluntary or
         involuntary or is beyond the control of the Company or pursuant to
         operation of law or as a result of any action or inaction by the
         Commission.

         Liquidated Damages shall accrue on the Securities over and above the
         interest set forth in the title of the Securities from and including
         the date on which any such Registration Default shall occur to but
         excluding the date on which all such Registration Defaults have been
         cured, at a rate of 0.50%


                                       12
<PAGE>
         per annum (the "LIQUIDATED DAMAGES RATE") for the first 90-day period
         immediately following the occurrence of such Registration Default. The
         Liquidated Damages Rate shall increase by an additional 0.50% per annum
         with respect to each subsequent 90-day period until all Registration
         Defaults have been cured, up to a maximum Liquidated Damages Rate of
         2.0% per annum, except as provided in Section 6(c) hereof.

                  (b) A Registration Default referred to in Section 6(a)(iv)
         hereof shall be deemed not to have occurred and be continuing in
         relation to a Shelf Registration Statement or the related prospectus if
         (i) such Registration Default has occurred solely as a result of (x)
         the filing of a post-effective amendment to such Shelf Registration
         Statement to incorporate annual audited financial information with
         respect to the Company where such post-effective amendment is not yet
         effective and needs to be declared effective to permit Holders to use
         the related prospectus or (y) other material events, with respect to
         the Company that would need to be described in such Shelf Registration
         Statement or the related prospectus and (ii) in the case of clause (y),
         the Company is proceeding promptly and in good faith to amend or
         supplement such Shelf Registration Statement and related prospectus to
         describe such events; provided, however, that in any case if such
         Registration Default occurs for a continuous period in excess of 30
         days, Liquidated Damages shall be payable in accordance with the above
         paragraph from the day such Registration Default occurs until such
         Registration Default is cured.

                  (c) In addition to the Liquidated Damages that may become
         payable pursuant to Section 6(a) hereof, the Company agrees to pay to
         each Holder Liquidated Damages in an amount equal to 0.50% per annum
         over and above the interest set forth in the title of the Securities
         for the first 90 day period during which the Company would be required
         to pay liquidated damages or default interest rates to the holders of
         CSK Auto Corporation's 7% convertible subordinated debentures (each, a
         "DEBENTURE DEFAULT") pursuant to the terms of such debentures or the
         documents related thereto. The amount of the Liquidated Damages payable
         pursuant to this Section 6(c) shall increase by an additional 0.50% per
         annum with respect to each subsequent 90 day period until all Debenture
         Defaults are cured, up to a maximum amount of Liquidated Damages
         payable pursuant to this Section 6(c) of 2.0% per annum over and above
         the interest set forth in the title of the Securities. Following the
         cure of all Debenture Defaults, the accrual of Liquidated Damages will
         cease except as provided in Section 6(a).

                  (d) Any amounts of Liquidated Damages due pursuant to either
         Section 6(a) or Section 6(c) will be payable in cash on the regular
         interest payment dates with respect to the Securities. The amount of
         Liquidated Damages will be determined by multiplying the applicable
         Liquidated Damages Rate by the principal amount of the Securities and
         further multiplied by a fraction, the numerator of which is the number
         of days such Liquidated Damages Rate was applicable during such period
         (determined on the basis of a 360-day year comprised of twelve 30-day
         months), and the denominator of which is 360. For avoidance of doubt,
         the maximum Liquidated Damages payable by the Company pursuant to
         Section 6 hereof shall be 4.0% over and above the interest set forth in
         the title of the Securities (up to 2.0% pursuant to Section 6(a) and up
         to an additional 2.0% pursuant to Section 6(c)).

                  (e) "TRANSFER RESTRICTED SECURITIES" means each Security until
         (i) the date on which such Security has been exchanged by a person
         other than a broker-dealer for a freely transferable Exchange Security
         in the Registered Exchange Offer, (ii) following the exchange by a
         broker-dealer in the Registered Exchange Offer of an Initial Security
         for an Exchange Note, the date on which such Exchange Note is sold to a
         purchaser who receives from such broker-dealer on or prior to the date
         of such sale a copy of the prospectus contained in the Exchange Offer
         Registration Statement, (iii) the date on which such Security has been
         effectively registered under the Securities Act and disposed of in
         accordance with the Shelf Registration Statement or (iv) the date on
         which such Security is distributed to the public pursuant to Rule 144
         under the Securities Act or is saleable pursuant to Rule 144(k) under
         the Securities Act.

                                       13
<PAGE>
         7. Rules 144 and 144A. The Company shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Securities, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder
of Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

         8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         9. Miscellaneous.

                  (a) Remedies. The Company acknowledges and agrees that any
         failure by the Company to comply with its obligations under Section 1
         and 2 hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Sections 1 and 2
         hereof. The Company further agrees to waive the defense in any action
         for specific performance that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Company will not on or
         after the date of this Agreement enter into any agreement with respect
         to its securities that is inconsistent with the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. The rights granted to the Holders hereunder do not in any way
         conflict with and are not inconsistent with the rights granted to the
         holders of the Company's securities under any agreement in effect on
         the date hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given, except by
         the Company and the written consent of the Holders of a majority in
         principal amount of the Securities affected by such amendment,
         modification, supplement, waiver or consents.

                  (d) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery,
         first-class mail, facsimile transmission, or air courier which
         guarantees overnight delivery:

                                       14
<PAGE>
                           (1) if to a Holder of the Securities, at the most
                  current address given by such Holder to the Company.

                           (2) if to the Initial Purchasers;

                           Credit Suisse First Boston Corporation
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.:  (212) 325-8278
                           Attention:  Transactions Advisory Group

                  with a copy to:

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           300 South Grand Avenue
                           Los Angeles, CA  90071
                           Fax:  (213) 687-5600
                           Attention:  Gregg A. Noel

                           (3) if to the Company or the Guarantors, at the
                  Issuer's address as follows:

                           CSK Auto, Inc.
                           645 East Missouri Avenue
                           Phoenix, AZ 85102
                           Fax:  (602) 265-8158
                           Attention:  Chief Financial Officer

                  with a copy to:

                           Gibson, Dunn & Crutcher LLP
                           1801 California Street, Suite 4200
                           Denver, CO  80202
                           Fax:  (303) 296-5310
                           Attention:  Richard Russo

                  All such notices and communications shall be deemed to have
         been duly given: at the time delivered by hand, if personally
         delivered; three business days after being deposited in the mail,
         postage prepaid, if mailed; when receipt is acknowledged by recipient's
         facsimile machine operator, if sent by facsimile transmission; and on
         the day delivered, if sent by overnight air courier guaranteeing next
         day delivery.

                  (e) Third Party Beneficiaries. The Holders shall be third
         party beneficiaries to the agreements made hereunder between the
         Company, on the one hand, and the Initial Purchasers, on the other
         hand, and shall have the right to enforce such agreements directly to
         the extent they may deem such enforcement necessary or advisable to
         protect their rights or the rights of Holders hereunder.

                  (f) Successors and Assigns. This Agreement shall be binding
         upon the Company and its successors and assigns.

                  (g) Counterparts. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         agreement.

                                       15
<PAGE>
                  (h) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
         INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW
         YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES
         327(B).

                  (j) Severability. If any one or more of the provisions
         contained herein, or the application thereof in any circumstance, is
         held invalid, illegal or unenforceable, the validity, legality and
         enforceability of any such provision in every other respect and of the
         remaining provisions contained herein shall not be affected or impaired
         thereby.

                  (k) Securities Held by the Company. Whenever the consent or
         approval of Holders of a specified percentage of principal amount of
         Securities is required hereunder, Securities held by the Company or its
         affiliates (other than subsequent Holders of Securities if such
         subsequent Holders are deemed to be affiliates solely by reason of
         their holdings of such Securities) shall not be counted in determining
         whether such consent or approval was given by the Holders of such
         required percentage.

                  (l) Agent for Service; Submission to Jurisdiction; Waiver of
         Immunities. By the execution and delivery of this Agreement, the
         Company (i) acknowledges that it has, by separate written instrument,
         irrevocably designated and appointed National Registered Agents, Inc.
         (and any successor entity), as its authorized agent upon which process
         may be served in any suit or proceeding arising out of or relating to
         this Agreement that may be instituted in any federal or state court in
         the State of New York or brought under federal or state securities
         laws, and acknowledges that National Registered Agents, Inc. has
         accepted such designation, (ii) submits to the nonexclusive
         jurisdiction of any such court in any such suit or proceeding, and
         (iii) agrees that service of process upon National Registered Agents,
         Inc. and written notice of said service to the Company shall be deemed
         in every respect effective service of process upon it in any such suit
         or proceeding. The Company further agrees to take any and all action,
         including the execution and filing of any and all such documents and
         instruments, as may be necessary to continue such designation and
         appointment of National Registered Agents, Inc. in full force and
         effect so long as any of the Securities shall be outstanding. To the
         extent that the Company may acquire any immunity from jurisdiction of
         any court or from any legal process (whether through service of notice,
         attachment prior to judgment, attachment in aid of execution, execution
         or otherwise) with respect to itself or its property, it hereby
         irrevocably waives such immunity in respect of this Agreement, to the
         fullest extent permitted by law.


                                       16
<PAGE>
         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers, the Issuer and the Guarantors in
accordance with its terms.

                            Very truly yours,

                            ISSUER

                            CSK AUTO, INC.

                                  By:   /s/ Lon B. Novatt
                                        ----------------------------------------
                                        Name: Lon B. Novatt
                                        Title: Senior Vice President

                            GUARANTORS

                            CSK AUTO CORPORATION

                                  By:   /s/ Lon B. Novatt
                                        ----------------------------------------
                                        Name: Lon B. Novatt
                                        Title: Senior Vice President

                            AUTOMOTIVE INFORMATION SYSTEMS, INC.


                                  By:   /s/ Lon B. Novatt
                                        ----------------------------------------
                                        Name: Lon B. Novatt
                                        Title: Senior Vice President

                            CSK AUTO.COM, INC.


                                  By:   /s/ Lon B. Novatt
                                        ----------------------------------------
                                        Name: Lon B. Novatt
                                        Title: Senior Vice President


                                       17
<PAGE>
The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
J.P. MORGAN SECURITIES INC.
UBS WARBURG LLC

By:  CREDIT SUISSE FIRST BOSTON CORPORATION

         By:      /s/ Niron Stabinsky
                  ----------------------------------------
                  Name: Niron Stabinsky
                  Title: Director


                                       18
<PAGE>
                                                                         ANNEX A

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."


                                      A-1
<PAGE>
                                                                         ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."



                                      B-1
<PAGE>
                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until         , 20 , all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


------------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.


                                      C-1
<PAGE>
                                                                         ANNEX D

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                           Name:
                                    --------------------------------------------
                           Address:
                                    --------------------------------------------


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.



                                       D-1



</TEXT>
</DOCUMENT>
</SUBMISSION>
