CAPITAL AUTOMOTIVE REIT, as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL TRUST INDENTURE Dated as of May 12, 2004 Providing for Issuance of 6.0% CONVERTIBLE NOTES DUE 2024

     (vii) that the Purchase Price for, and any accrued interest on, any Convertible Note as to which a Purchase Notice has been given and not withdrawn will be paid on the third Business Day following the Purchase Date;

     (viii) the procedures the Holder must follow to exercise rights under Section 3.3 and a brief description of those rights;

     (ix) briefly, the conversion rights of the Convertible Notes;

     (x) the procedures for withdrawing a Purchase Notice (including pursuant to the terms of Section 3.5);

     (xi) that, unless the Company defaults in making payments on Convertible Notes for which a Purchase Notice has been submitted, interest on such Convertible Notes will cease to accrue on the Purchase Date; and

     (xii) the CUSIP number of the Convertible Notes.

     At the Company’s request, the Trustee shall give such Company Notice in the Company’s name and at the Company’s expense; provided, however that, in all cases, the text of such Company Notice shall be prepared by the Company.

     SECTION 3.4 Purchase of Convertible Notes at Option of the Holder upon a Change in Control.

     (a) If at any time the Convertible Notes remain outstanding there shall have occurred a Change in Control, Convertible Notes shall be purchased by the Company, at the option of the Holder thereof, at a purchase price specified in paragraph 6 of the Global Security (the “Change in Control Purchase Price”) as of the date that is 45 Business Days after the occurrence of the Change in Control (the “Change in Control Purchase Date”) subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.4(c).

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

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

     (ii) the date by which the Change in Control Purchase Notice pursuant to this Section 3.4 must be given;

     (iii) the Change in Control Purchase Date and the last date on which a Holder may exercise its purchase right;

     (iv) the Change in Control Purchase Price;

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

     (vi) the Conversion Price and any adjustments thereto;

     (vii) that Convertible Notes as to which a Change in Control Purchase Notice has been given may be converted pursuant to Article IV hereof only if the Change in Control Purchase Notice has been withdrawn in accordance with the terms of this Indenture;

     (viii) that Convertible Notes must be surrendered to the Paying Agent to collect payment;

     (ix) that the Change in Control Purchase Price for any Convertible Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid within three Business Days following the Change in Control Purchase Date of surrender of such Convertible Note as described in clause (viii);

     (x) briefly, the procedures the Holder must follow to exercise rights under this Section 3.4;

     (xi) briefly, the conversion rights of the Convertible Notes;

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

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

     (xiv) the CUSIP number of the Convertible Notes.

     (c) A Holder may exercise its rights specified in Section 3.4(a) upon delivery of a written notice of purchase (a “Change in Control Purchase Notice”) to the Paying Agent at any time prior to the close of business on the fifth business day prior to the Change in Control Purchase Date, stating:

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

     (ii) that such Convertible Note shall be purchased pursuant to the terms and conditions specified in paragraph 6 of the Global Security.

     The delivery of such Convertible Note to the Paying Agent prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided, however that such Change in Control Purchase Price shall be so paid pursuant to this Section 3.4 only if the Convertible Note so delivered to the Paying Agent shall

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conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice.

     The Company shall purchase from the Holder thereof, pursuant to this Section 3.4, a portion of a Convertible Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Convertible Note also apply to the purchase of such portion of such Convertible Note.

     Any purchase by the Company contemplated pursuant to the provisions of this Section 3.4 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Change in Control Purchase Date and the time of delivery of the Convertible Note to the Paying Agent in accordance with this Section 3.4.

     Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Purchase Notice contemplated by this Section 3.4(c) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.5.

     The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written withdrawal thereof.

     SECTION 3.5 Effect of Purchase Notice or Change in Control Purchase Notice.

     Upon receipt by the Paying Agent of the Purchase Notice or Change in Control Purchase Notice specified in Section 3.3(b) or Section 3.4(c), as applicable, the Holder of the Convertible Note in respect of which such Purchase Notice or Change in Control Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Change in Control Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price, together with all accrued interest to, but not including, the Purchase Date and Liquidated Damages Amount, if any, thereon, or Change in Control Purchase Price, as the case may be, with respect to such Convertible Note. Such Purchase Price, together with all accrued interest to, but not including, the Purchase Date or Change in Control Purchase Price, as the case may be, shall be paid to such Holder, subject to receipt of funds and/or Convertible Notes by the Paying Agent, promptly following the later of (x) the Purchase Date or the Change in Control Purchase Date, as the case may be, with respect to such Convertible Note (provided the conditions in Section 3.3(b) or Section 3.4(c), as applicable, have been satisfied) and (y) the time of delivery of such Convertible Note to the Paying Agent by the Holder thereof in the manner required by Section 3.3(b) or Section 3.4(c), as applicable. Convertible Notes in respect of which a Purchase Notice or Change in Control Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted pursuant to Article IV hereof on or after the date of the delivery of such Purchase Notice or Change in Control Purchase Notice, as the case may be, unless such Purchase Notice or Change in Control Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

     A Purchase Notice or Change in Control Purchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying

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Agent in accordance with the Purchase Notice or Change in Control Purchase Notice, as the case may be, at any time prior to the close of business on the Purchase Date or the Change in Control Purchase Date, as the case may be, specifying:

     (i) the principal amount of the Convertible Note with respect to which such notice of withdrawal is being submitted, and

     (ii) the principal amount, if any, of such Convertible Note which remains subject to the original Purchase Notice or Change in Control Purchase Notice, as the case may be, and which has been or will be delivered for purchase by the Company.

     A written notice of withdrawal of a Purchase Notice shall be in the form set forth in the preceding paragraph.

     There shall be no purchase of any Convertible Notes pursuant to Section 3.3 or 3.4 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Convertible Notes, of the required Purchase Notice or Change in Control Purchase Notice, as the case may be) and is continuing an Event of Default (other than a default in the payment of the Purchase Price or Change in Control Purchase Price, as the case may be, with respect to such Convertible Notes). The Paying Agent will promptly return to the respective Holders thereof any Convertible Notes (x) with respect to which a Purchase Notice or Change in Control Purchase Notice, as the case may be, has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Purchase Price or Change in Control Purchase Price, as the case may be, with respect to such Convertible Notes) in which case, upon such return, the Purchase Notice or Change in Control Purchase Notice with respect thereto shall be deemed to have been withdrawn.

     (b) Deposit of Purchase Price or Change in Control Purchase Price. Prior to 10:00 a.m. (local time in the City of New York) on the Business Day following the Purchase Date or the Change in Control Purchase Date, as the case may be, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 6.5 of the Base Indenture) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Purchase Price, together with all accrued interest to, but not including, the Purchase Date or Change in Control Purchase Price, as the case may be, of all the Convertible Notes or portions thereof which are to be purchased as of the Purchase Date or Change in Control Purchase Date, as the case may be.

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     SECTION 3.6 Covenant to Comply With Convertible Notes Laws Upon Purchase of Convertible Notes.

     When complying with the provisions of Section 3.3 or 3.4 hereof (provided that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), the Company shall (i) comply in all material respects with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply in all material respects with all Federal and state securities laws so as to permit the rights and obligations under Sections 3.3 and 3.4 to be exercised in the time and in the manner specified in Sections 3.3 and 3.4.

     SECTION 3.7 Repayment to the Company.

     The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest or dividends, if any, thereon (subject to the provisions of Section 6.2(j) of the Base Indenture), held by them for the payment of the Purchase Price or Change in Control Purchase Price, as the case may be, and accrued interest; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.5 exceeds the aggregate Purchase Price or Change in Control Purchase Price, as the case may be, of the Convertible Notes or portions thereof which the Company is obligated to purchase as of the Purchase Date or Change in Control Purchase Date, as the case may be, and accrued interest thereon, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Purchase Date or Change in Control Purchase Date, as the case may be, the Trustee shall return any such excess to the Company together with interest or dividends, if any, thereon (subject to the provisions of Section 6.2(j) of the Base Indenture).

ARTICLE IV

CONVERSION OF CONVERTIBLE NOTES

     SECTION 4.1 Conversion of Convertible Notes.

     (a) Subject to the further provisions of this Article IV and paragraph 8 of the Global Security, a Holder of a Convertible Note may convert the principal amount of such Convertible Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Shares on any Business Day, if the average of the Closing Prices of the Common Shares for the immediately preceding 30 consecutive trading day period is more than 110% of the average of the Effective Conversion Prices of our Common Shares during such 30-trading day period (the “Closing Price Condition”) subject to the exceptions provided below; provided, however, that, if such Convertible Note is called for redemption or submitted or presented for purchase pursuant to Article III such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Convertible Note or such earlier date as the Holder presents such Convertible Note for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when due, in

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which case the conversion right shall not apply following the close of business on the date such default is cured and such Convertible Note is redeemed or purchased, as the case may be). The number of Common Shares deliverable upon conversion of a Convertible Note is determined by dividing (x) the Principal Amount of the Convertible Notes, or the portion thereof being converted, by (y) the Conversion Price in effect on the Conversion Date. The initial Conversion Price and the Conversion Rate shall be that set forth in paragraph 8 of the Global Security.

     Holders will not receive any cash payment representing accrued and unpaid interest upon conversion of a Convertible Note. Accrued and unpaid interest on the Convertible Note shall be deemed paid in full rather than canceled, extinguished or forfeited. The Company will not adjust the Conversion Rate to account for accrued interest, if any.

     A Holder of Convertible Notes is not entitled to any rights of a holder of Common Shares until such Holder has converted its Convertible Note to Common Shares, and only to the extent such Convertible Note are deemed to have been converted into Common Shares pursuant to this Article IV.

     (b) Even if the Closing Price Condition is not satisfied,

     (i) if during any five consecutive trading day period, the average of the Sale Prices for the Convertible Notes for that five consecutive trading day period was less than 94% of the average of the Conversion Values for the Convertible Notes during that period, a holder may surrender Convertible Notes for conversion at any time during the following five business days; provided, however, that if on any Conversion Date on which a Convertible Note is surrendered for conversion based on the condition described in this paragraph that is on or after May 15, 2019, the closing price of the Common Shares on the trading day before the Conversion Date is greater than 100% of the Effective Conversion Price and less than 110% of the Effective Conversion Price, then holders surrendering Convertible Notes for conversion will receive, at the option of the Company, in lieu of Common Shares based on the then applicable Conversion Rate, cash or Common Shares with a value equal to the principal amount of the Convertible Notes being converted (a “Principal Value Conversion”). Common Shares delivered upon a Principal Value Conversion will be valued at the Closing Price on the Conversion Date. The Company shall deliver Common Shares upon a Principal Value Conversion no later than the third business day following the determination of the closing price;

     The Conversion Agent will determine whether the Convertible Notes are convertible pursuant to this Section 4.1(b)(i) only after being instructed to do so by the Company. The Company has no obligation to so instruct the Conversion Agent unless a Holder provides the Company with reasonable evidence that the provisions of this Section 4.1(b)(i) have been satisfied. If such reasonable evidence is so presented, the Company shall instruct the Conversion Agent to determine the Sale Prices and Conversion Values for the applicable period.

     (ii) a Holder may surrender for conversion a Convertible Note that has been called for redemption pursuant to Section 3.1 at any time prior to close of business on the business day prior to the Redemption Date;

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     (iii) in the event that the Company declares:

     (A) a dividend or distribution of any rights or warrants to all holders of Common Shares entitling them to subscribe for or purchase, for a period expiring within 60 days, Common Shares at a price per share less than the Current Market Price per share, or

     (B) a dividend or distribution of cash, debt Convertible Notes (or other evidences of indebtedness), or other assets (excluding dividends or distributions for which Conversion Rate adjustment is required to be made under Section 4.1 or Section 4.2 below), where the fair market value of such dividend or distribution, together with all other such dividends and distributions within the preceding twelve months, has a per share value exceeding 10% of the Current Market Price of the Common Shares as of the trading day immediately preceding the declaration date for such dividend or distribution,

then the Convertible Notes may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the ex-dividend date for such dividend or distribution and Convertible Notes may be surrendered for conversion at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or our announcement that such distribution will not take place. No adjustment to the ability of the holders to convert will be made if the holders are entitled to participate in the distribution without conversion; and

     (iv) in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets or a merger that reclassifies or changes the Common Shares pursuant to which our common stock would be converted into cash, Convertible Notes or other assets, the Convertible Notes may be surrendered for conversion at any time from or after the date which is 15 days prior to the anticipated effective time of the transaction until 15 days after the actual date of such transaction.

     (c) Conversion Procedure. To convert a Convertible Note, a Holder must satisfy the requirements in paragraph 8 of the Global Security. The first Business Day on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”).

     As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full Common Shares deliverable upon the conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 4.1(d); provided that, in case of a Principal Value Conversion pursuant to Section 4.1(b)(i), the Company shall deliver such Common Shares or cash pursuant to Section 4.1(d) not later than three Business Days following the Conversion Date. The person in whose name the certificate is registered shall be treated as a shareholder of record on and after the next Business Day following the Conversion Date. Upon conversion of a Convertible Note, such person shall no longer be a Holder of such Convertible Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Shares except as provided in this Article IV.

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     If any Holder surrenders a Convertible Note for conversion (in whole or in part) during the period from the close of business on any regular record date for the payment of an installment of interest to the opening of business on the next succeeding interest payment date, then such Convertible Note so surrendered shall be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the Principal Amount of such Convertible Note then being converted, and such interest installment shall be payable to such registered Holder notwithstanding the conversion of the Convertible Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder.

     Nothing in this Section 4.1 shall affect the right of a Holder in whose name any Convertible Note is registered at the close of business on a record date to receive the interest payable on such Convertible Note on the related interest payment date in accordance with the terms of this Indenture and the Convertible Notes. If the Holder converts more than one Convertible Note at the same time, the number of Common Shares deliverable upon the conversion shall be based on the total Principal Amount of the Convertible Notes converted.

     If the last day on which a Convertible Note may be converted is not a Business Day, the Convertible Note may be surrendered on the next succeeding day that is a Business Day.

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

     A Convertible Note in respect of which a Holder has delivered a Purchase Notice pursuant to Section 3.3 or a Change in Control Purchase Notice pursuant to Section 3.4 exercising the option of such Holder to require the Company to purchase such Convertible Note may be converted only if such Purchase Notice or Change in Control Purchase Notice is withdrawn by a written notice of withdrawal complying in all respects with each of the provisions of this Indenture relating to such notice and delivered to the Paying Agent prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be.

     (d) Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional Common Shares upon conversion of Convertible Notes. Instead the Company shall deliver cash for the current market value of the fractional share. The current market value of a fractional share shall be determined to the nearest 1/1,000 of a share by multiplying the Closing Price of a Common Share on the Trading Day immediately preceding the Conversion Date by the fractional amount and rounding the product to the nearest whole cent.

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     (e) Taxes on Conversion. If a Holder submits a Convertible Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Shares upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing the Common Shares being issued in a name other than the Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which shall be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude the Company’s withholding any tax required by law or regulations.

     (f) Covenants of the Company. The Company shall, prior to issuance of any Convertible Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the conversion of the Convertible Notes. All Common Shares delivered upon conversion of the Convertible Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the order and delivery of Common Shares upon the conversion of Convertible Notes, if any, and shall cause to have listed or quoted all such Common Shares on each United States national securities exchange or over-the-counter or other domestic market on which the Common Shares are then listed or quoted.

     SECTION 4.2 Adjustment of Conversion Rate.

     The Conversion Rate shall be adjusted from time to time by the Company as follows:

     (a) In case the Company shall (i) pay a dividend on its Common Shares in Common Shares, (ii) make a distribution on its Common Shares in Common Shares, (iii) subdivide its outstanding Common Shares into a greater number of shares, or (iv) combine its outstanding Common Shares into a smaller number of shares, the Conversion Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to such event by a fraction of which the numerator shall be the number of Common Shares outstanding immediately after such event and the denominator of which shall be the number of Common Shares outstanding immediately prior to such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination.

     (b) In case the Company shall issue rights or warrants to all or substantially all holders of its Common Shares entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase Common Shares (or Convertible Notes convertible into Common Shares) at a price per share (or having a conversion price per share) less than the Closing Price per share of Common Shares on the Business Day immediately prior to the date of announcement of such issuance, the Conversion Rate in effect shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to such announcement by a fraction of which the numerator shall be the number of Common Shares

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outstanding at the close of business on the date of announcement plus the number of additional Common Shares offered (or into which the Convertible Notes so offered are convertible), and the denominator of which shall be the number of Common Shares outstanding at the close of business on the date of announcement plus the number of shares which the aggregate offering price of the total number of Common Shares so offered (or the aggregate conversion price of the Convertible Notes so offered, which shall be determined by multiplying the number of Common Shares issuable upon conversion of such Convertible Notes by the conversion price per Common Share pursuant to the terms of such Convertible Notes) would purchase at the Current Market Price per Common Share on the Business Day immediately preceding the date of announcement of such issuance. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective on the day following the date of announcement of such issuance. If at the end of the period during which such rights or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional Common Shares actually issued (or the number of Common Shares issuable upon conversion of Convertible Notes actually issued).

     (c) In case the Company shall distribute to all or substantially all holders of its Common Shares any shares of Capital Stock of the Company (other than Common Shares), Extraordinary Cash Dividends or any evidences of indebtedness or other non-cash assets (including Convertible Notes of any person other than the Company but excluding dividends or distributions referred to in subsection (a) of this Section 4.2), or shall distribute to all or substantially all holders of its Common Shares rights or warrants to subscribe for or purchase any of its Convertible Notes (excluding those rights and warrants referred to in subsection (b) of this Section 4.2, then in each such case the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to such distribution by a fraction of which the numerator shall be the Current Market Price per Common Share on the record date mentioned below and the denominator shall be the Current Market Price per Common Share on such record date less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one Common Share (determined on the basis of the number of Common Shares outstanding on the record date). Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution.

     In the event the then fair market value (as so determined) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one Common Share is equal to or greater than the Current Market Price per Common Share on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a Convertible Note shall have the right to receive upon conversion the amount of Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants such holder would have received had such holder converted each Convertible Note on such record date. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the

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Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 4.2 by reference to the actual or when issued trading market for any Convertible Notes, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Shares.

     Rights or warrants distributed by the Company to all holders of Common Shares entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”) (i) are deemed to be transferred with such Common Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Shares, shall be deemed not to have been distributed for purposes of this Section 4.2 (and no adjustment to the Conversion Rate under this Section 4.2 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 4.2. If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different Convertible Notes, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 4.2 was made, (i) in the case of any such rights or warrants, all of which shall have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Shares with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Shares as of the date of such redemption or repurchase, and (ii) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

     (d) In case the Company shall distribute a Regular Cash Dividend (a “Triggering Distribution”) to all or substantially all holders of its Common Shares in excess of $0.42 per share in any quarterly period, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying such Conversion Rate in effect on the Business Day immediately preceding the record date for such Triggering Distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Shares on the determination date, and the denominator shall be the Current Market Price per share of the Common Shares on the determination date less the aggregate amount by which the cash so distributed applicable to one share of the Common Shares (determined on the basis of the number of Common Shares outstanding on the determination date) exceeds $0.42 in any quarterly period, such increase to become effective immediately prior to the opening of business

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on the day following the date on which the Triggering Distribution is paid. It is expressly understood that a stock buyback, repurchase or similar transaction or program shall in no event be considered a Triggering Distribution for purposes of this Section 4.2(d) or Section 4.2(e).

     (e) In case the Company or any of its Subsidiaries shall purchase any of the Company’s Common Shares (excluding stock options) by means of a tender offer, other than an odd-lot offer by the Company or any of its Subsidiaries, then, effective immediately prior to the opening of business on the day after the last date (the “Expiration Date” tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “Expiration Time”) the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the close of business on the Expiration Date by a fraction of which the numerator shall be the sum of (i) the aggregate consideration (determined as set forth below) payable to stockholders of the Company based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares” and (ii) the product of the number of Common Shares outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) immediately after the Expiration Time and the Current Market Price per share of the Common Shares and the denominator shall be the product of the number of Common Shares outstanding (including Purchased Shares but excluding any shares held in the treasury of the Company) immediately prior to the Expiration Time multiplied by the Current Market Price per share of the Common Shares. For purposes of this Section 4.2(e), the aggregate consideration in any such tender offer shall equal the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of any other consideration payable in such tender offer. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would have been in effect based upon the number of shares actually purchased. If the application of this Section 4.2(e) to any tender offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer under this Section 4.2(e). For purposes of this Section 4.2(e), the term “tender offer” shall mean and include both tender offers and exchange offers, all references to “purchases” of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to “tendered shares” (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers.

     (f) In any case in which this Section 4.2 shall require that an adjustment be made following a record date, an announcement date or a determination date or Expiration Date, as the case may be, established for purposes of this Section 4.2, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 4.5) issuing to the Holder of any Convertible Note converted after such record date or announcement date or determination date or Expiration Date the Common Shares and other Capital Stock of the Company issuable upon such conversion over

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and above the Common Shares and other Capital Stock of the Company issuable upon such conversion only on the basis of the Conversion Rate prior to adjustment; and, in lieu of the shares the issuance of which is so defined, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence prepared by the Company of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Rate is required to be made as of the record date or announcement date or determination date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect if such record date had not been fixed or such announcement date or effective date or determination date or Expiration Date had not occurred.

     (g) No adjustment shall be made pursuant to this Section 4.2 if the Holders may participate in the transaction that would otherwise give rise to an adjustment pursuant to this Section 4.2.

     SECTION 4.3 When Adjustment May Be Deferred.

     No adjustment in the Conversion Rate need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Rate. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

     All calculations under this Article IV shall be made to the nearest cent or to the nearest 1/1,000th of a share, as the case may be.

     SECTION 4.4 When No Adjustment Required.

     No adjustment need be made for a transaction referred to in Section 4.2 or 4.8 if Convertible Noteholders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines to be fair and appropriate in light of the basis and notice on which holders of Common Shares participate in the transaction. No adjustment need be made for rights to purchase Common Shares pursuant to the Company plan for reinvestment of dividends or interest.

     No adjustment need be made for a change in the par value or no par value of the Common Shares.

     To the extent the Convertible Notes become convertible pursuant to this Article IV in whole or in part into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

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     SECTION 4.5 Notice of Adjustment.

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

     SECTION 4.6 Voluntary Decrease.

     The Company from time to time may decrease the Conversion Rate by any amount for any period of time. Whenever the Conversion Rate is decreased, the Company shall mail to Securityholders and file with the Trustee and the Conversion Agent a notice of the decrease. The Company shall mail the notice at least 15 days before the date the decreased Conversion Rate takes effect. The notice shall state the decreased Conversion Rate and the period it will be in effect. A voluntary decrease of the Conversion Rate does not change or adjust the Conversion Rate otherwise in effect for purposes of this Article IV.

     SECTION 4.7 Notice of Certain Transactions

     If:

     (a) the Company takes any action that would require an adjustment in the Conversion Rate pursuant to Section 4.2 (unless no adjustment is to occur pursuant to Section 2.14); or

     (b) the Company takes any action that would require a supplemental indenture pursuant to Section 4.8; or

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

then the Company shall mail to Securityholders and file with the Trustee and the Conversion Agent a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, binding share exchange, transfer, liquidation or dissolution. The Company shall file and mail the notice at least 15 days before such date. Failure to file or mail the notice or any defect in it shall not affect the validity of the transaction.

     SECTION 4.8 Reorganization of the Company; Special Distributions.

     If the Company is a party to a transaction subject to Section 8.1 of the Base Indenture (other than a sale of all or substantially all of the assets of the Company in a transaction in which the holders of Common Shares immediately prior to such transaction do not receive Convertible Notes, cash or other assets of the Company or any other person) or a merger or binding share exchange which reclassifies or changes its outstanding Common Shares, the person obligated to deliver Convertible Notes, cash or other assets upon conversion of Convertible Notes shall enter into a supplemental indenture. If the issuer of Convertible Notes deliverable upon conversion of

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Convertible Notes is an Affiliate of the successor to the Company, that issuer shall join in the supplemental indenture.

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

     If this Section applies, Section 4.2 does not apply.

     If the Company makes a distribution to all holders of its Common Shares of any of its assets, or debt Convertible Notes or any rights, warrants or options to purchase Convertible Notes of the Company that, but for the provisions of the last paragraph of Section 4.4, would otherwise result in an adjustment in the Conversion Rate pursuant to the provisions of Section 10.8, then, from and after the record date for determining the holders of Common Shares entitled to receive the distribution, a Holder of a Convertible Note that converts such Convertible Note in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Shares into which the Convertible Note is convertible, the kind and amount of Convertible Notes, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Convertible Note immediately prior to the record date for determining the holders of Common Shares entitled to receive the distribution.

     SECTION 4.9 Company Determination Final.

     Any determination that the Company or its Board of Directors must make pursuant to Section 4.1(d), 4.2, 4.3, 4.4, 4.8 or 4.11 is conclusive, absent manifest error.

     SECTION 4.10 Trustee’s Adjustment Disclaimer.

     The Trustee has no duty to determine when an adjustment under this Article IV should be made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 4.8 need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation as to the validity or value of any Convertible Notes or assets delivered upon conversion of Convertible Notes. The Trustee shall not be responsible for the Company’s failure to comply with this Article IV. Each Conversion Agent shall have the same protection under this Section 4.10 as the Trustee. Unless and until the Trustee receives a certificate from the Company setting forth the particulars of an adjustment under this Article IV, the Trustee may assume without inquiry that no such adjustment has been, or is required to be, made.

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     SECTION 4.11 Simultaneous Adjustments.

     In the event that this Article IV requires adjustments to the Conversion Rate under more than one circumstance set forth in Sections 4.2 and the record dates for the distributions giving rise to such adjustments shall occur on the same date, then such adjustments shall be made by applying the provisions of Section 4.2.

     SECTION 4.12 Successive Adjustments.

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

     SECTION 4.13 Additional Events of Default; Inapplicability of Certain Events of Default; Withholding Notice; Rescission.

     (a) In addition to those matters set forth in Section 5.1 of the Base Indenture, an “Event of Default” with respect to the Convertible Notes shall also mean any of the following events:

     (i) default in the payment of any interest upon the Convertible Notes when it becomes due and payable, and continuance of such default for a period of 30 days; or

     (ii) default in the Company’s obligation to repurchase Convertible Notes upon the Company’s exercise of its repurchase option pursuant to Section 3.1, upon the occurrence of a Change in Control pursuant to Section 3.4 or upon the exercise by a holder of its option to require the Company to repurchase such holder’s Convertible Notes pursuant to Section 3.3; or

     (iii) default in the Company’s obligation to convert the Convertible Notes upon exercise of a Holder’s conversion right; or

     (iv) default in the performance, or breach, of any covenant of the Company or any Guarantor in this Indenture, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company or any Guarantor by the Trustee or to the Company or any Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Convertible Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, unless the Holders of a principal amount of Convertible Notes not less than the principal amount of Convertible Notes the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Holders of such principal amount of Convertible Notes, as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is initialized by the Company within such period and is being pursued; or

     (b) The Trustee may withhold from the Holders notice of any continuing default or Event of Default (except a default or Event of Default in the payment of principal of, interest or

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Liquidated Damages, if any, on the Convertible Notes) if it determines in good faith that withholding notice is in the Holders’ interest.

     (c) The Holders of a majority in aggregate principal amount of the Convertible Notes then outstanding by notice to the Trustee may rescind any acceleration of the Convertible Notes and its consequences if all existing Events of Default (other than the nonpayment of principal of, interest and liquidated damages, if any, on the Convertible Notes that has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission will affect any subsequent default or Event of Default or impair any right consequent thereto.

ARTICLE V

COVENANTS

     SECTION 5.1 Limitations on Incurrence of Debt.

     (a) The Company will not, and will not permit any Subsidiary to incur additional Indebtedness if, immediately after the incurrence of such additional Indebtedness the Company’s Debt to Total Assets Ratio, calculated on a consolidated basis, would exceed seventy percent (70%), measured as of the end of the most recent fiscal year or calendar quarter.

     (b) The Company shall not, and shall not permit any Subsidiary to, incur any Indebtedness if the Company’s Debt Service Coverage Ratio for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.4 to 1, calculated on a pro forma basis after giving effect to the issuance of the Convertible Notes and the application of the proceeds therefrom, and calculated on the assumption that the Convertible Notes and any other Indebtedness incurred by the Company since the first day of the four-quarter period and the application of the proceeds therefrom (including to refinance other Indebtedness since the first day of the four-quarter period) had occurred on the first day of the period.

     SECTION 5.2 Maintenance of Unencumbered Total Assets.

     The Company and its Subsidiaries shall at all times maintain an Unencumbered Total Assets in an amount not less than one-hundred fifty percent (150%) of the aggregate outstanding principal amount of the Company’s and its Subsidiaries’ consolidated unsecured Indebtedness.

     SECTION 5.3 Restriction on Subsidiary Indebtedness and Preferred Stock.

     (a) The Company shall not permit the Partnership or any Subsidiary (i) to incur unsecured Indebtedness, except for (A) Indebtedness payable to the Company and (B) Indebtedness (not to exceed $4.4 million) issued in exchange for, or the net proceeds of which are used to refinance, refund, repay or defease, currently outstanding unsecured Indebtedness payable to third parties in the amount of $4.4 million, or any refinancings thereof in an amount not to exceed the amount so refinanced, refunded, repaid or defeased (plus premiums, accrued interest, fees and expenses) or (ii) to guarantee unsecured Indebtedness, unless in each case the Convertible Notes will rank pari passu, with such Indebtedness.

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     (b) The Company shall not permit the Partnership to issue, other than to the Company, preferred units of partnership interest in the Partnership, unless the Convertible Notes will rank senior to any such preferred units.

     (c) If the Partnership issues its Guarantee of the Convertible Notes in accordance with the Section 3.1 of the Base Indenture, such Guarantee shall be deemed to satisfy the foregoing conditions. Notwithstanding the foregoing, the Company and the Trustee agree that the satisfaction of the provisions of the immediately preceding sentence shall not be the exclusive means of satisfying the restrictions set forth in Section 5.3(a) and 5.3(b) of this Supplemental Indenture.

     SECTION 5.4 Provision of Financial Information.

     (a) If the Company shall be required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, it will file such reports by the required date and, within 15 days of such date, deliver copies of all such reports to the Trustee for, and transmit a copy to, each holder of the Convertible Notes. If the Company is not required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, it will deliver to the Trustee and transmit to each holder of the Convertible Notes reports that contain substantially the same kind of information that would have been included in annual and quarterly reports filed with the SEC had the Company been required to file such reports, such information to be delivered or transmitted within 15 days after the same would have been required to be filed with the SEC had the Company been required to file such reports.

     (b) Notwithstanding the foregoing, if the Company is not required to file reports with the SEC because information about the Company is contained in the reports filed by another entity with the SEC, the delivery to the Trustee for the Convertible Notes of the reports filed by such entity with the SEC and the transmittal by mail to all holders of the Convertible Notes of each annual and quarterly report filed with the SEC by such entity within the time periods set forth in the preceding sentence shall be deemed to satisfy the Company’s obligations to provide financial information under the applicable provisions of the Base Indenture.

ARTICLE VI

MISCELLANEOUS PROVISIONS

     SECTION 6.1 Ratification and InCompany of Base Indenture.

     As supplemented by this Supplemental Indenture, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture together with this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

     SECTION 6.2 Governing Law.

     This Supplement and the Convertible Notes shall be governed by, and construed in accordance with, the laws of the state of New York (without giving effect to the conflicts of laws principles thereof).

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     SECTION 6.3 Counterparts.

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

     SECTION 6.4 Entire Agreement.

     This Supplemental Indenture, together with the Base Indenture, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and fully supersedes any prior of contemporaneous agreements relating to such subject matter.

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

[SECOND SUPPLEMENTAL TRUST INDENTURE]