FIRST SUPPLEMENTAL INDENTURE

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SONIC AUTOMOTIVE INC | GLOBAL NOTE SHALL BE LIMITED | US Bank National Association

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Title: FIRST SUPPLEMENTAL INDENTURE
Governing Law: New York Date: 9/25/2009
Industry: Retail (Specialty) Sector: Services

Exhibit 4.2

SONIC AUTOMOTIVE, INC.

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of September 23, 2009

TO THE INDENTURE

Dated as of September 23, 2009

5.0% Convertible Senior Notes due 2029

FIRST SUPPLEMENTAL INDENTURE dated as of September 23, 2009 between Sonic Automotive, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “ Company ”) and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as trustee (hereinafter sometimes called the “ Trustee ”).

W I T N E S S E T H:

WHEREAS, the Company, the guarantors named therein and the Trustee executed and delivered an indenture, dated as of September 23, 2009 (the “ Base Indenture ,” and as supplemented by this First Supplemental Indenture, the “ Indenture ”), to provide for the issuance by the Company from time to time of Securities (as defined in the Base Indenture) to be issued in one or more series as provided in the Indenture; and

WHEREAS, the Company has duly authorized the issue of its 5.0% Convertible Senior Notes due 2029 (hereinafter sometimes called the “ Notes ”), initially in an aggregate principal amount not to exceed $172,500,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this First Supplemental Indenture; and

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

WHEREAS, the Company desires to (a) establish the form and terms of the Notes, (b) add covenants, Events of Default and other provisions for the benefit of the Holders of the Notes and (c) provide whether certain Articles of the Indenture will apply to the Notes; and

WHEREAS, the Form of Note, the Certificate of Authentication to be borne by each Note, the form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided for; and

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

WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in the Indenture provided, the valid, binding and legal obligations of the Company, and to constitute these presents a valid agreement according to its terms, have been done and performed, and the execution of this First Supplemental Indenture and the issue hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Terms Defined in the Base Indenture. Except as may be provided in a supplemental Indenture entered into subsequent to the date hereof (a “ Future Supplemental Indenture ”), or as herein otherwise expressly provided or unless the context otherwise requires, all capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to such terms in the Base Indenture, as amended hereby; provided, however, that any term defined in the Base Indenture that is also defined in this First Supplemental Indenture shall for all purposes of this First Supplemental Indenture, and all matters relating to the Notes, have the meaning set forth in this First Supplemental Indenture.

Section 1.02 Definitions. Except as may be provided in a Future Supplemental Indenture, or as herein otherwise expressly provided or unless the context otherwise requires, with respect to the Notes and no other class of Securities issued pursuant to the Indenture, Section 101 of the Indenture shall be amended (i) if such definitions are not contained in the Base Indenture, by adding the following new definitions and (ii) if the terms set forth below are contained in the Base Indenture, by replacing the terms and their meanings set forth in the Base Indenture with those set forth below:

“ Additional Interest ” shall have the meaning specified in Section 502.

“ Applicable Conversion Price ” means the Conversion Price in effect at any given time.

“ Applicable Conversion Rate ” means the Conversion Rate in effect at any given time.

“ Bid Solicitation Agent ” shall have the meaning specified in Section 1701(b)(i).

“ Business Day ” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“ Cash Settlement ” shall have the meaning specified in Section 1702(b).

A “ Change of Control ” means the occurrence after the original issuance of the Notes of any of the following:

(a) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act, other than the Company, its Subsidiaries, a Smith Holder(s) or an employee benefit plan of the Company, a Smith Holder or a Subsidiary of the Company, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of Class A Common Stock representing more than 50% of the voting power of the Common Equity of the Company;

(b) the first day on which a majority of the members of the Company’s Board of Directors does not consist of Continuing Directors;

(d) consummation of (A) any recapitalization, reclassification or change of the Company’s common stock (other than changes resulting from a subdivision or combination) as a result of which common stock would be converted into, or exchanged for, stock, other securities, other property or assets or (B) any consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company’s properties and assets to another Person, other than:

(i) any transaction:

(A) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s Capital Stock; and

(B) pursuant to which holders of the Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such issuance; or

(ii) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the jurisdiction of incorporation of the Company and resulting in a reclassification, conversion or exchange of outstanding shares of common stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the surviving entity or a direct or indirect parent of the surviving corporation; or

(iii) any consolidation or merger with or into any of the Subsidiaries of the Company, so long as such merger or consolidation is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with any other Person;

(e) the occurrence of any “going private transaction” with respect to the Class A Common Stock under Rule 13e-3 of the Securities Act; or

(f) any Smith Holder(s), individually or in the aggregate, directly or beneficially own(s) greater than 50% of the outstanding Common Equity of the Company, without regard to voting power.

For the purposes of this definition, the term “Person” shall include any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

“ Class A Common Stock ” means, subject to Section 1706, shares of Class A common stock of the Company, par value $0.01 per share, at the date of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and that have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and that are not subject to redemption by the Company; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion that the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“ close of business ” means 5:00 p.m. (New York City time).

“ Common Equity ” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

“ Continuing Director ” means any member of the Company’s Board of Directors who (i) was a member of the Company’s Board of Directors on September 23, 2009 or (ii) was nominated for election to the Company’s Board of Directors with the approval of, or whose election to the Company’s Board of Directors was ratified by, at least a majority of the Continuing Directors who were members of the Company’s Board of Directors at the time of such nomination or election.

“ Conversion ” means a conversion of Notes pursuant to Article Seventeen.

“ Conversion Agent ” shall have the meaning specified in Section 1105(d).

“ Conversion Date ” shall have the meaning specified in Section 1702(e).

“ Conversion Obligation ” shall have the meaning specified in Section 1701(a).

“ Conversion Price ” means as of any date, $1,000, divided by the Conversion Rate as of such date.

“ Conversion Rate ” shall have the meaning specified in Section 1701(a).

“ Custodian ” means U.S. Bank National Association, as custodian for The Depositary Trust Company, with respect to the Global Notes, or any successor entity thereto.

“ Daily Cash Amount ” is equal to 3 ¹ / 3 % of the cash amount specified by the Company in the notice regarding the chosen Settlement Method.

“ Daily Conversion Value ” means, for each of the thirty consecutive Trading Days during the Observation Period, 3 ¹ / 3 % of the product of (a) the Applicable Conversion Rate and (b) the Daily VWAP of the Class A Common Stock on such day.

“ Daily Settlement Amount ,” for each of the thirty Trading Days during the Observation Period, shall consist of (a) cash in an amount equal to the lesser of the Daily Cash Amount and the Daily Conversion Value for such Trading Day and (b) if the Daily Conversion Value on such day exceeds the Daily Cash Amount, a number of shares of Class A Common Stock (together with cash in lieu of any fractional shares) equal to (i) the difference between such Daily Conversion Value and the Daily Cash Amount, divided by (ii) the Daily WVAP on such Trading Day.

“ Daily VWAP ” means, for each of the thirty consecutive Trading Days during the Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “SAH.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of Class A Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking

firm retained for this purpose by the Company); it being understood that Daily VWAP will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

“ Descendants ” means the lineal descendants of Mr. O. Bruton Smith.

“ Designated Institution ” shall have the meaning specified in Section 1711(a).

“ Effective Date ,” in reference to a Make-Whole Fundamental Change, shall have the meaning specified in Section 1703(a).

“ Ex-Dividend Date ” means, with respect to any issuance, dividend or distribution in which the holders of the Class A Common Stock have the right to receive any cash, securities or other property, the first date on which the shares of the Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

“ Family Controlled Entity ” means (a) any not-for-profit corporation if at least 80% of its Board of Directors is composed of Smith Holders and/or Descendants, (b) any other corporation if at least 80% of the value of its outstanding equity is owned directly or indirectly by one or more Smith Holders, (c) any partnership if at least 80% of the value of the partnership interests are owned directly or indirectly by one or more Smith Holders, (d) any limited liability or similar company if at least 80% of the value of the company is owned directly or indirectly by one or more Smith Holders and (e) any trusts created for the benefit of any of the Persons listed in clauses (a) to (d) of this definition.

“ Fiscal Quarter ” means a fiscal quarter of any Fiscal Year.

“ Fiscal Year ” means a fiscal year of the Company ending on December 31 of each calendar year.

“ Fundamental Change ” means either a Change of Control or a Termination of Trading.

A Fundamental Change as a result of clauses (a) or (d) in the definition of “Change of Control” will not be deemed to have occurred, however, if 100% of the consideration received or to be received by the Company’s common stockholders, excluding cash payments for fractional shares, in connection with the transaction or transactions constituting the Fundamental Change consists of shares of common stock, depositary receipts or other certificates representing Publicly Traded Securities and as a result of this transaction or transactions the Notes become convertible into Publicly Traded Securities, excluding cash payments for fractional shares (subject to the provisions set forth in Section 1702).

“ Fundamental Change Repurchase Date ” shall have the meaning specified in Section 1010(a).

“ Fundamental Change Repurchase Notice ” shall have the meaning specified in Section 1010(a)(i).

“ Fundamental Change Repurchase Price ” shall have the meaning specified in Section 1010(a).

“ Global Note ” shall have the meaning specified in Section 305(b).

“ Holder ” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), shall mean any Person in whose name at the time a particular Note is registered on the Note Register.

“ Interest Payment Date ” means each April 1 and October 1 of each year, beginning on April 1, 2010; provided , however , that if any Interest Payment Date falls on a date that is not a Business Day, such payment of interest (or principal in the case of the Maturity Date), including any Additional Interest, will be postponed until the next succeeding Business Day, and no interest or other amount will be paid as a result of such postponement.

“ Interest Record Date ,” with respect to any Interest Payment Date, shall mean the March 15 or September 15 (whether or not such day is a Business Day) immediately preceding the applicable April 1 or October 1 Interest Payment Date, respectively.

“ Last Reported Sale Price ” of the Class A Common Stock on any date means (a) if the Class A Common Stock is listed for trading on a U.S. national or regional securities exchange on the relevant date, the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Class A Common Stock is traded, or (b) if the Class A Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, (i) if the Class A Common Stock is quoted in the over-the-counter market, the last quoted bid price for the Class A Common Stock in the over-the-counter market on the relevant date as reported by Pink Sheets LLC or a similar organization, or (ii) if the Class A Common Stock is not quoted in the over-the-counter market, the average of the mid-point of the last bid and ask prices for the Class A Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“ Make-Whole Conversion Rate Adjustment ” shall have the meaning specified in Section 1703(a).

“ Make-Whole Fundamental Change ” means any transaction or event that constitutes a Fundamental Change, giving effect to the exceptions and exclusions in the definition of “Change of Control,” but without regard to the exclusions in clause (d) of the definition thereof.

“ Market Disruption Event ” means (a) a failure by the primary United States national or regional securities exchange or market on which the Class A Common Stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Class A Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Class A Common Stock or in any options, contracts or future contracts relating to the Class A Common Stock.

“ Maturity Date ” means October 1, 2029.

“ Measurement Period ” shall have the meaning specified in Section 1701(b)(i).

“ Merger Event ” shall have the meaning specified in Section 1706.

“ Net Share Settlement ” shall have the meaning specified in Section 1702(b).

“ Note Register ” shall have the meaning specified in Section 305(a).

“ Note Registrar ” shall have the meaning specified in Section 305(a).

“ Notice of Conversion ” shall have the meaning specified in Section 1702(d).

“ Observation Period ” means, with respect to any Note, (a) if the relevant Conversion Date occurs prior to July 1, 2029, the thirty consecutive Trading Day period beginning on and including the third Trading Day after the related Conversion Date, and (b) if the relevant Conversion Date occurs on or after July 1, 2029, the thirty consecutive Trading Days beginning on and including the thirty-second Scheduled Trading Day immediately preceding the Maturity Date.

“ Officer ” means, with respect to the Company, the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, the Secretary, any Executive or Senior Vice President, or any Vice President (whether or not designated by a number or numbers or word added before or after the title “Vice President”).

“ opening of business ” means 9:00 a.m. (New York City time).

“ Physical Settlement ” shall have the meaning specified in Section 1702(b).

“ Publicly Traded Securities ” means common equity interests traded on a national securities exchange or which will be so traded or quoted when issued or exchanged in connection with a Fundamental Change.

“ Purchase Date ” shall have the meaning specified in Section 1011(a).

“ Purchase Notice ” shall have the meaning specified in Section 1011(a)(i).

“ Purchase Price ” shall have the meaning specified in Section 1011(a).

“ Redemption ” means a redemption of Notes pursuant to Article Eleven.

“ Redemption Date ” means the Business Day on which Notes are redeemed by the Company pursuant to Section 1101.

“ Redemption Price ” shall have the meaning specified in Section 1101.

“ Reference Property ” shall have the meaning specified in Section 1706(b).

“ Repurchase ” means a purchase of Notes upon a Fundamental Change pursuant to Section 1010 or at the option of a Holder pursuant to Section 1011.

“ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the primary United States national securities exchange or market on which the Class A Common Stock is listed or admitted for trading or, if the Class A Common Stock is not so listed or admitted for trading, any Business Day.

“ Settlement Amount ” shall have the meaning specified in Section 1702(b).

“ Settlement Method ” means each of a Physical Settlement, Cash Settlement or Net Share Settlement.

“ Settlement Notice ” shall have the meaning specified in Section 1702(b)(iii).

“ Significant Subsidiary ” means any “Significant Subsidiary” of the Company as defined under Article 1, Rule 1-02 of Regulation S-X (17 C.F.R. pt. 210).

“ Smith Holders ” means (a) Mr. O. Bruton Smith and his guardians, conservators, committees or attorneys-in-fact, (b) Descendants and their respective guardians, conservators, committees or attorneys-in-fact and (c) each Family Controlled Entity.

“ Special Payment Date ” means the date on which Defaulted Interest is paid pursuant to Section 307.

“ Specified Dollar Amount ” means the amount of cash per $1,000 principal amount of converted Note specified in the Settlement Notice related to such converted Note.

“ Spin-Off ” shall have the meaning specified in Section 1704(c).

“ Stock Price ” means (a) if the Holders of the Class A Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (d) of the definition of “Change of Control,” the cash amount paid (or deemed paid) per share of Class A Common Stock or (b) otherwise, the average of the Last Reported Sale Prices of the Class A Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.

“ Successor Company ” shall have the meaning specified in Section 801(a).

“ Termination of Trading ” means the Class A Common Stock (or other common stock into which the Notes are then convertible) is neither listed for trading nor quoted on a U.S. securities exchange.

“ Trading Day ” means (a) if the Class A Common Stock (or other security for which a closing sale price must be determined) is listed or traded, a day on which (i) (A) if the Class A Common Stock is listed on the New York Stock Exchange, trading in the Class A Common Stock generally occurs on The New York Stock Exchange, (B) if the Class A Common Stock is not then listed on The New York Stock Exchange, trading in the Class A Common Stock generally occurs on the principal other United States national or regional securities exchange on which the Class A Common Stock is then listed, or (C) if the Class A Common Stock is not then listed on a United States national or regional securities exchange, trading in the Class A Common Stock generally occurs on the principal other market on which the Class A Common Stock is then traded, and (ii) a Last Reported Sale Price for the Class A Common Stock is available on such securities exchange or market, or (b) if the Class A Common Stock (or other security for which a closing sale price must be determined) is not so listed or traded, a Business Day.

For the purposes of determining payment upon Conversion only, “ Trading Day ” means a day on which (a) there is no Market Disruption Event and (b) trading in the Class A Common Stock generally occurs on The New York Stock Exchange or, if the Class A Common Stock is not then listed on

The New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Class A Common Stock is then traded; provided, however , that if the Class A Common Stock (or other security for which a Daily VWAP must be determined) is not so listed or traded, “ Trading Day ” shall mean a Business Day.

“ Trading Price ” means, with respect to the Notes on any date of determination, the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $5.0 million principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that, if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, if only one such bid can reasonably be obtained by the Bid Solicitation Agent, then that one bid shall be used, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5.0 million principal amount of the Notes from a nationally recognized securities dealer, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Applicable Conversion Rate or, if the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Applicable Conversion Rate on each day the Company fails to do so.

“ Valuation Period ” shall have the meaning specified in Section 1704(c).

“ Weighted Average Consideration ” shall have the meaning specified in Section 1706(c)(iv).

ARTICLE II

FORM AND TERMS OF THE NOTES

Section 2.01 Designation and Amount . The Notes shall be designated as the “5.0% Convertible Senior Notes due 2029.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $172,500,000, subject to the next succeeding paragraph and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 305(a), Section 306, Section 906, Section 1010(d)(iii) and Section 1702(f) hereof.

The Company may, without the consent of the Holders of Notes, reopen this Indenture and issue additional notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which will form the same series with the Notes initially issued hereunder, provided that no such additional notes may be issued unless they will be fungible with the original Notes for U.S. federal income tax and securities law purposes. Prior to the issuance of any such additional notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters as the Trustee shall reasonably request. The Company may also from time to time repurchase the Notes in open market purchases or negotiated transactions without prior notice to the Holders of Notes.

The Notes will bear cash interest at a rate of 5.0% per year until Maturity. Interest on the Notes will accrue from September 23, 2009 or from the most recent date on which interest has been paid or duly provided for. Interest will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2010, to the Person in whose name a Note is registered on March 15 or September 15, as the case may be, preceding the Interest Payment Date.

The Notes will mature on October 1, 2029 unless earlier converted, redeemed or repurchased.

The Company shall pay principal of any certificated Notes at the office or agency designated by the Company for that purpose. The Company hereby designates the Trustee as the Paying Agent and Note Registrar and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent and Note Registrar without prior notice to the Holders of the Notes, and the Company may act as Paying Agent and Note Registrar. Interest (including Additional Interest, if any) on certificated Notes will be payable (i) to Holders having an aggregate principal amount of $5.0 million or less, by check mailed to the Holders of these Notes and (ii) to Holders having an aggregate principal amount of more than $5.0 million, either by check mailed to each Holder or, upon application by a Holder to the Note Registrar not later than the relevant Interest Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary.

A Holder of Notes may transfer or exchange Notes at the office of the Note Registrar in accordance with this Indenture. The Note Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Company, the Trustee or the Note Registrar for any registration of transfer or exchange of Notes, but the Company may require a Holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by this Indenture. The Company is not required to transfer or exchange any Note selected for Redemption or surrendered for Conversion.

If any Interest Payment Date, the Maturity Date or any earlier required Fundamental Change Repurchase Date or a Purchase Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of the delay.

Section 2.02 Form of Face of Note . Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities pursuant to the Indenture, Section 202 of the Base Indenture shall be replaced in its entirety with the following:

Section 202. Form and Face of Note . The form of the face of any Notes authenticated and delivered hereunder and of the Trustee’s certificate of authentication shall be substantially as attached as Exhibit A.

Section 2.03 Form of Reverse of Note . Except as may be provided in a Future Supplemental Indenture, the provisions of Section 203 of the Base Indenture are amended (with respect to the Notes only) in their entirety and restated as follows:

Section 203. Form of Reverse of Note . The form of the reverse of any Notes authenticated and delivered hereunder shall be substantially as attached as Exhibit A.

Section 2.04 Applicability of Provisions Regarding Form of Subsidiary Guarantee. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities issued pursuant to the Indenture, Section 204 of the Base Indenture shall not apply.

Section 2.05 Applicability of Provisions Regarding Form of Legend for Global Securities. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities issued pursuant to the Indenture, Section 205 of the Base Indenture shall not apply.

Section 2.06 Applicability of Provisions Regarding Form of Trustee’s Certificate of Authentication. Except as may be provided by a Future Supplemental Indenture, for the sole benefit of the Holders of the Notes, Section 206 of the Base Indenture shall not apply to the Notes.

Section 2.07 Execution, Authentication, Delivery and Discharge. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities issued pursuant to the Indenture, Section 303 of the Base Indenture shall be replaced in its entirety with the following:

Section 303. Execution, Authentication, Delivery and Dating .

The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary or any of its Executive or Senior Vice Presidents.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder.

Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an Authenticating Agent appointed by the Trustee as provided by Section 614), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an Authenticating Agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

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

Section 2.08 Registration, Registration of Transfer and Exchange. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Se-

curities issued pursuant to the Indenture, Section 305 of the Base Indenture shall be replaced in its entirety with the following:

Section 305. Registration, Registration of Transfer and Exchange.

(a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 1002 being herein sometimes collectively referred to as the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed “ Note Registrar ” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars without notice. The Trustee is appointed also as Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent with respect to the Notes.

Upon surrender for registration of transfer of any Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 305, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 1002. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.

All Notes presented or surrendered for registration of transfer or for exchange, Repurchase, Redemption or Conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.

No service charge shall be charged to the Holder for any exchange or registration of transfer of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange or registration of transfer of Notes being different from the name of the Holder of the old Notes presented or surrendered for such exchange or registration of transfer.

None of the Company, the Trustee, the Note Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for Conversion or, if a portion of any Note is surrendered for Conversion, such portion thereof surrendered for Conversion or (ii) any Notes, or a portion of any Note, surrendered for Repurchase (and not withdrawn) or for Redemption.

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

(b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form without interest coupons (each, a “ Global Note ”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.

Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this Section 305(b)), a Global Note may not be transferred as a whole or in part except (i) 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 and (ii) for transfers of portions of a Global Note in certificated form made upon request of a member of, or a participant in, the Depositary (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section.

(c) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Note. Initially, the Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.

So long as the Depositary’s nominee is the registered owner of the Global Note, that nominee will be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under this Indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have Notes represented by the Global Note registered in their names, will not receive or be entitled to receive physical, certificated Notes, and will not be considered the owners or Holders of the Notes under this Indenture for any purpose.

If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within ninety days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within ninety days or (iii) an Event of Default in respect of the Notes has occurred and is continuing, upon the request of the beneficial owner of the Notes, the Company will execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, will authenticate and deliver Notes in definitive form to each such beneficial owner of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled.

Definitive Notes issued in exchange for all or a part of the Global Note pursuant to this Section 305(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such definitive Notes to the Persons in whose names such definitive Notes are so registered.

At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such

cancellation, if any interest in a Global Note is exchanged for definitive Notes, converted, canceled, repurchased or transferred to a transferee who receives definitive Notes therefor or any definitive Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Payments of principal and interest (including Additional Interest, if any) with respect to the Notes represented by a Global Note will be made by the Trustee to the Depositary’s nominee as the registered Holder of the Global Note. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 2.09 Satisfaction and Discharge. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities issued pursuant to the Indenture, Article Four of the Base Indenture shall be replaced in its entirety with the following:

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge . This Indenture shall upon request of the Company contained in an Officers’ Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (y) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Note Registrar for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Repurchase Date, Purchase Date or Redemption Date, upon Conversion or otherwise, cash, shares of Class A Common Stock (in the case of Conversion) or a combination of cash and shares of Class A Common Stock (solely to satisfy the Company’s Conversion Obligation, if applicable), sufficient to pay all of the Outstanding Notes and all other sums due payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 shall survive.

Section 402. Repayment to the Company .

The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Notes that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable

abandoned property law designates another Person and the Trustee and the Paying Agent shall have no further liability to the Holders with respect to such money or securities for that period commencing after the return thereof.

Section 2.10 Events of Default. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities issued pursuant to the Indenture, Article Five of the Base Indenture shall be replaced in its entirety with the following:

ARTICLE FIVE

REMEDIES

Section 501. Events of Default .

Each of the following is an “ Event of Default ”:

(a) default in any payment of interest, including any Additional Interest, on any Note when due and payable and the default continues for a period of thirty days;

(b) default in the payment of principal of any Note when due and payable on the Maturity Date, upon Repurchase or Redemption, upon declaration or otherwise;

(c) failure by the Company to comply with its obligation to convert the Notes into cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, as applicable, upon exercise of a Holder’s Conversion right;

(d) failure by the Company to give a Fundamental Change Repurchase Notice as described in Section 1010(a)(i) or the notice required to be given pursuant to Section 1701(b)(ii) or Section 1701(b)(iii), as applicable, in each case when due;

(e) failure by the Company to comply with its obligations under Article Eight;

(f) failure by the Company for sixty days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding has been received to comply with any of its other agreements contained in the Notes or this Indenture;

(g) default by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $35.0 million in the aggregate of the Company and/or any Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration or otherwise;

(h) the Company or any Subsidiary of the Company that is a Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any such Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Subsidiary or any substantial part of its property, or shall consent

to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due;

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

(j) a final judgment for the payment of $35.0 million or more (excluding any amounts covered by insurance) rendered against the Company or any Significant Subsidiary, which judgment is not discharged or stayed within sixty days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished.

Section 502. Acceleration of Maturity; Rescission and Annulment .

In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 501(h) or Section 501(i) with respect to the Company or a Significant Subsidiary of the Company), 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 determined in accordance with Section 104, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 501(h) or Section 501(i) with respect to the Company (or a Significant Subsidiary of the Company) occurs and is continuing, the principal of all the Notes and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be immediately due and payable. This provision, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest and accrued and unpaid Additional Interest, if any upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and accrued and unpaid Additional Interest, if any, (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 607, and if (a) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) any and all Events of Defaults under this Indenture, other than the nonpayment of principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 513, then and in every such case the Holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default

resulting from a failure to deliver, upon Conversion, Repurchase or Redemption, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, as applicable, due upon conversion, repurchase or redemption) and rescind and annul such declaration and its consequences (other than a declaration or consequences, as the case may be, resulting from a failure to deliver, upon Conversion, Repurchase, Redemption, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, as applicable, due upon conversion, repurchase or redemption) and such Default (other than a Default resulting from a failure to deliver, upon Conversion, Repurchase or Redemption, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, as applicable, due upon conversion, repurchase or redemption) shall cease to exist, and any Event of Default arising therefrom (other than a Default resulting from a failure to deliver, upon Conversion, Repurchase or Redemption, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, as applicable, due upon conversion, repurchase or redemption) shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon.

Notwithstanding anything in this Indenture or in the Notes to the contrary, for the first sixty days immediately following any violation of any obligations the Company may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act, or Section 704, and the continuation thereof, if the Company notifies all Holders of Notes and the Trustee and Paying Agent prior to the beginning of such sixty-day period of its election to pay additional interest on the Notes at a rate per year equal to 0.50% of the Outstanding principal amount of the Notes (“ Additional Interest ”), the sole remedy during the first sixty days immediately following any violation of any obligations the Company may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act, or Section 704 shall be the payment of Additional Interest. In no event shall Additional Interest accrue at an annualized rate in excess of 0.50%, regardless of the number of events or circumstances giving rise to the requirement to pay Additional Interest. In addition to the accrual of Additional Interest, on and after the sixty-first day after any violation of any obligations the Company may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act or Section 704 (if the Event of Default has not been cured or waived prior to such sixty-first day), either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then Outstanding may declare the principal amount of the Notes and any accrued and unpaid interest, including any Additional Interest, through the date of such declaration, to be immediately due and payable. Whenever in this Indenture there is mentioned, in any context, the payment of interest on, or in respect of, any Note, such mention shall be deemed to include mention of the payment of Additional Interest provided for in this paragraph to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this paragraph, and express mention of the payment of Additional Interest (if applicable) in any provisions hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

If the Company elects to pay Additional Interest, such Additional Interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. The provisions herein related to Additional Interest will not affect the rights of the Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section, the Notes will be subject to acceleration as provided above. In addition, if the Company fails to timely give the notice required by this Section of its election to pay Additional Interest, the Notes will be irrevocably subject to acceleration as provided above.

Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes.

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

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

If an Event of Default described in Section 501(a) or Section 501(b) shall have occurred, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest and Additional Interest, if any, with interest on any overdue principal interest and Additional Interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 607. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.

Section 504. Trustee May File Proofs of Claim.

In the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 504, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due the Trustee under Section 607; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section 607, incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any such proceedings

shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

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 Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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

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

In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings.

Section 506. Application of Money Collected.

Any monies collected by the Trustee pursuant to this Article Five with respect to the Notes shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

FIRST, to the payment of all amounts due the Trustee under Section 607;

SECOND, in case the principal of the Outstanding Notes shall not have become due and be unpaid, to the payment of interest on the Notes, including Additional Interest, if any, in default in the order of the date due of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by the Notes at such time, such payments to be made ratably to the Persons entitled thereto;

THIRD, in case the principal of the Outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount including the payment of the Fundamental Change Repurchase Price, the Purchase Price, the Redemption Price and the cash component of the Conversion Obligation, if any, then owing and unpaid upon the Notes for principal and interest, including Additional Interest, if any, with interest on the overdue principal and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate borne by the Notes at such time, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal and in-

terest without preference or priority of principal over interest, or of interest over principal or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal and accrued and unpaid interest; and

FOURTH, to the payment of the remainder, if any, to the Company.

Section 507. Limitation on Suits.

Subject to Article Six, and any other section of this Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest, including any Additional Interest, when due, or the right to receive payment or delivery of the consideration due upon consideration, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(a) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(b) Holders of at least 25% in principal amount of the Outstanding Notes have requested the Trustee to pursue the remedy;

(c) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(d) the Trustee has not complied with such request within sixty days after the receipt of the request and the offer of security or indemnity; and

(e) the Holders of a majority in principal amount of the Outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such sixty-day period.

It is understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 507, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

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

Notwithstanding any other provision in this Indenture, the Holder of a Note shall have the right based on the rights stated herein, which is absolute and unconditional, to receive payment of the principal of and accrued but unpaid interest, including any accrued but unpaid Additional Interest, on such Note on the Maturity Date (or, in the case of Repurchase or Redemption, on the Purchase Date, Repurchase Date, or Redemption Date, as applicable) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies .

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

Section 510. Rights and Remedies Cumulative .

Except as provided in the last paragraph of Section 507, all powers and remedies given by this Article Five to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture.

Section 511. Delay or Omission Not Waiver .

No delay or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or any acquiescence therein; and, subject to the provisions of Section 512, every power and remedy given by this Article Five or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.

Section 512. Control by Holders .

The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding determined in accordance with Section 104 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that conflicts with law or that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Section 513. Waiver of Past Defaults .

The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding determined in accordance with Section 104 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or the principal (including any Fundamental Change Repurchase Price, Purchase Price or Redemption Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 501, (ii) a failure by the Company to deliver cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, as applicable, upon Conversion or (iii) a default in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of each Holder of an Outstanding Note af-

fected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 513, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Section 514. Undertaking for Costs .

All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 514 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time Outstanding determined in accordance with Section 104, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest or accrued and unpaid Additional Interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price, Purchase Price or Redemption Price with respect to the Notes being repurchased as provided in this Indenture) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article Seventeen.

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

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

Section 516. Remedies Subject to Applicable Law .

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

Section 2.11 Notice of Defaults . Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities pursuant to this Indenture, Section 602 of the Base Indenture shall be replaced in its entirety with the following:

Section 602. Notice of Defaults .

Within ninety days of the occurrence of a Default that becomes known to the Trustee, the Trustee shall transmit by mail to all Holders of Notes and any other Persons entitled to receive reports pursuant to Section 313(c) of the Trust Indenture Act, as their names and addresses appear in the Note Register, notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, however , that, except in the case of a Default in the payment of the principal of or interest on the Notes, or a Default in the payment or delivery of the consideration due upon Conversion, Repurchase or Redemption, the Trustee shall be protected in withholding such notice if and so long as a committee of trust officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

Section 2.12 Reports by Trustee. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class of Securities pursuant to this Indenture, Section 703 of the Base Indenture shall be replaced in its entirety with the following:

Section 703. Reports by Trustee .

(a) If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each May 15 following the date of this Indenture, transmit by mail to all Holders a brief report, dated as of such May 15, that complies with the provisions of Section 313(a). The Trustee shall also transmit by mail to all Holders, at the times, in the manner and to the extent provided in Section 313(c), a brief report in accordance with and with respect to the matters required by Trust Indenture Act Section 313(b)(2).

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with any exchange upon which any Notes are listed, with the Commission and with the Company. The Company will notify the Trustee when any Notes are listed on any exchange.

Section 2.13 Reports by Company and Guarantors. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities pursuant to this Indenture, Section 704 of the Base Indenture shall be replaced in its entirety with the following:

Section 704. Reports by Company and Guarantors .

The Company shall:

(a) file with the Trustee, within fifteen days after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall (i) deliver to the Trustee annual audited financial statements of the Company and its Subsidiaries, prepared on a consolidated basis in conformity with generally accepted accounting principles, within one hundred twenty days after the end of each Fiscal Year, and (ii) file with

the Trustee and, to the extent permitted by law, the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; provided, however , that documents filed by the Company with the Commission via the EDGAR system (or any successor system) will be deemed filed with the Trustee as of the time such documents are filed via EDGAR (or any successor system);

(b) file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as are required from time to time by such rules and regulations (including such information, documents and reports referred to in Trust Indenture Act Section 314(a)); and

(c) within fifteen days after the filing thereof with the Trustee, transmit by mail to all Holders in the manner and to the extent provided in Trust Indenture Act Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (b) of this Section as are required by rules and regulations prescribed from time to time by the Commission.

Section 2.14 Consolidation, Merger, Sale or Conveyance. Except as may be provided in a Future Supplemental Indenture, with respect to the Notes and no other class or series of Securities issued pursuant to the Indenture, Article Eight of the Base Indenture shall be replaced in its entirety with the following:

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

Subject to the provisions of Section 802, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to, another Person, unless:

(a) the resulting, surviving or transferee Person (the “ Successor Company ”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; and

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Upon any such consolidation, merger, sale, conveyance, transfer or lease the Successor Company shall succeed to, and may exercise every right and power of, the Company under this Indenture.

For purposes of this Section 801, the conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the

properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company to another Person.

Section 802. Successor Substituted .

In case of any consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon Conversion and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, conveyance or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article Eight may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture.

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

Section 2.15 Supplemental Indentures. Except as may be provided in a future Supplemental Indenture, with respect to the Notes and no other class or series of Securities issued pursuant to the Indenture, Article Nine of the Base Indenture shall be replaced in its entirety with the following:

ARTICLE NINE

SUPPLEMENTAL INDENTURES

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

The Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes, without the consent of any Holder:

(a) to cure any ambiguity, omission, defect or inconsistency in this Indenture that does not adversely affect Holders of the Notes;

(b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article Eight;

(d) to secure the Notes;

(e) to add to the covenants of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company;

(f) to make any change that does not adversely affect the rights of any Holder;

(g) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or

(h) to conform the provisions of this Indenture to the “Description of Notes” contained in the prospectus supplement used to initially offer the Notes.

Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section 901 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 902.

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

With the consent (evidenced as provided in Section 104) of the Holders of at least a majority in aggregate principal amount of the Notes at the time Outstanding (determined in accordance with Section 104 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however , that no such supplemental indenture shall:

(a) reduce the amount of Notes whose Holders must consent to an amendment of this Indenture;

(b) reduce the rate of or extend the stated time for payment of interest, including any Additional Interest, on any Note;

(d) make any change that adversely affects the conversion rights of any Notes;

(e) reduce the Redemption Price, Purchase Price or Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(f) make any Note payable in money other than that stated in the Note;

(g) change the ranking of the Notes;

(h) impair the right of any Holder to receive payment of principal of and interest, including Additional Interest, on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Note; or

(i) make any change in this list of items that requires each Holder’s consent or in the waiver provisions in Section 501 or Section 513,

in each case without the consent of each Holder of an Outstanding Note affected.

Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 903, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

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

Section 903. Execution of Supplemental Indentures and Agreements .

In addition to the documents required by Section 102, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article Nine and is permitted or authorized by this Indenture.

Section 904. Effect on Supplemental Indentures .

Upon the execution of any supplemental indenture pursuant to the provisions of this Article Nine, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 905. Conformity with

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