<PAGE>

                                                                     EXHIBIT 4.8

                            GROUP 1 AUTOMOTIVE, INC.
               8.25% SENIOR SUBORDINATED NOTES DUE AUGUST 15, 2013

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                 August 13, 2003

Goldman, Sachs & Co.,
         As Representative of the several Purchasers
         Named in Schedule I to the Purchase Agreement

c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Group 1 Automotive, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 8.25% Senior
Subordinated Notes due August 15, 2013, which are unconditionally guaranteed by
the Subsidiary Guarantors (as defined herein). As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company and the
Subsidiary Guarantors agree with the Purchasers for the benefit of holders (as
defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

         1.       Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement;

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act;

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

         "Closing Date" shall mean the date on which the Securities are
     initially issued;

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose;

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the

<PAGE>

                                                                  EXECUTION COPY

     Shelf Registration Statement effective or as of which the Shelf
     Registration Statement otherwise becomes effective;

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof;

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time;

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof;

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof;

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof;

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof;

         The term "holder" shall mean each of the Purchaser and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities;

         "Indenture" shall mean the Indenture, together with the supplement,
     creating the 8.25% Senior Subordinated Notes due August 15, 2013, each
     dated as of August 13, 2003, between the Company, the Subsidiary Guarantors
     and Wells Fargo Bank, N.A., as Trustee, as the same shall be amended from
     time to time;

         "Notice and Questionnaire" shall mean a Notice of Registration
     Statement and Selling Securityholder Questionnaire substantially in the
     form of Exhibit A hereto;

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency;

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     August 8, 2003, between the Purchasers, the Subsidiary Guarantors and the
     Company relating to the Securities;

         "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement;

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 180-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or

                                        2

<PAGE>

                                                                  EXECUTION COPY

     pursuant to the Indenture; (iv) such Security is eligible to be sold
     pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to
     be outstanding;

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof;

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof;

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof;

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company;

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time;

         "Securities" shall mean, collectively, the 8.25% Senior Subordinated
     Notes due August 15, 2013 of the Company to be issued and sold to the
     Purchasers, and securities issued in exchange therefor or in lieu thereof
     pursuant to the Indenture. Each Security is entitled to the benefit of the
     subsidiary guarantees provided for in the Indenture (the "Guarantees") and,
     unless the context otherwise requires, any reference herein to a
     "Security," an "Exchange Security" or a "Registrable Security" shall
     include a reference to the related Guarantees;

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time;

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof;

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof;

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof;

         "Subsidiary Guarantors" shall have the meaning assigned thereto in the
     Indenture; and

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2.       Registration Under the Securities Act.

         (a)      Except as set forth in Section 2(b) below, the Company agrees
     to file under the Securities Act, as soon as reasonably practicable, but no
     later than 90 days after the Closing Date, a registration statement
     relating to an offer to exchange (such registration statement,

                                        3

<PAGE>

                                                                  EXECUTION COPY

     the "Exchange Registration Statement," and such offer, the "Exchange
     Offer") any and all of the Securities for a like aggregate principal amount
     of debt securities issued by the Company and guaranteed by the Subsidiary
     Guarantors, which debt securities and guarantees are substantially
     identical to the Securities and the related Guarantees, respectively (and
     are entitled to the benefits of a trust indenture which is substantially
     identical to the Indenture or is the Indenture and which has been qualified
     under the Trust Indenture Act), except that they have been registered
     pursuant to an effective registration statement under the Securities Act
     and do not contain provisions for the additional interest contemplated in
     Section 2(c) below (such new debt securities hereinafter called "Exchange
     Securities"). The Company agrees to use its reasonable best efforts to
     cause the Exchange Registration Statement to become effective under the
     Securities Act as soon as reasonably practicable, but no later than 180
     days after the Closing Date. The Exchange Offer will be registered under
     the Securities Act on the appropriate form and will comply in all material
     respects with all applicable tender offer rules and regulations under the
     Exchange Act. The Company further agrees to use its reasonable best efforts
     to (A) commence and complete the Exchange Offer no later than 30 Business
     Days after such registration statement has become effective (or such longer
     period as required by applicable law), (B) hold the Exchange Offer open for
     at least 20 Business Days and (C) exchange Exchange Securities for all
     Registrable Securities that have been properly tendered and not withdrawn
     on or prior to the expiration of the Exchange Offer. The Exchange Offer
     will be deemed to have been "completed" only if the debt securities and
     related guarantees received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are, upon receipt, transferable
     by each such holder without further compliance with Section 5 of the
     Securities Act (except for the requirement to deliver a prospectus included
     in the Exchange Registration Statement applicable to resales by
     broker-dealers of Exchange Securities received by such broker-dealer
     pursuant to an Exchange Offer in exchange for Registrable Securities other
     than those acquired by the broker-dealer directly from the Company) and
     without material restrictions under the blue sky or securities laws of a
     substantial majority of the States of the United States of America. The
     Exchange Offer shall be deemed to have been completed upon the earlier to
     occur of (i) the Company having exchanged the Exchange Securities for all
     outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
     the Company having exchanged, pursuant to the Exchange Offer, Exchange
     Securities for all Registrable Securities that have been properly tendered
     and not withdrawn before the expiration of the Exchange Offer, which shall
     be on a date that is at least 20 Business Days following the commencement
     of the Exchange Offer. The Company agrees (x) to include in the Exchange
     Registration Statement a prospectus for use in any resales by any holder of
     Exchange Securities that is a broker-dealer and (where such Exchange
     Security was received by a broker-dealer in an Exchange Offer in exchange
     for a Registrable Security that was acquired by such broker-dealer for its
     own account as a result of market making or other trading activities, so
     long as such Registrable Security was not acquired directly from the
     Company or an affiliate of the Company) (y) to keep such Exchange
     Registration Statement effective for a period (the "Resale Period")
     beginning when Exchange Securities are first issued in the Exchange Offer
     and ending upon the earlier of the expiration of the 180th day after the
     Exchange Offer has been completed or such time as such broker-dealers no
     longer own any Registrable Securities. With respect to such Exchange
     Registration Statement, such holders shall have the benefit of the rights
     of indemnification and contribution set forth in Sections 6(a), (c), (d)
     and (e) hereof.

         (b)      If (i) either the Company or the Subsidiary Guarantors (1) are
     not permitted to file the Exchange Registration Statement under applicable
     law or (2) existing Commission interpretations are changed such that the
     debt securities or the related guarantees received by holders other than
     Restricted Holders or broker-dealer referred to in Section 2(a) in the
     Exchange Offer for Registrable Securities are not or would not be, upon
     receipt, transferable by each such holder further compliance with Section 5
     of the Securities Act (except for the requirement to deliver a prospectus
     included in the Exchange Registration Statement applicable to resales by
     broker-dealers of Exchange Securities received by such broker-dealer
     pursuant to an Exchange Offer in exchange for Registrable Securities other
     than those

                                        4

<PAGE>

                                                                  EXECUTION COPY

     acquired by the broker-dealer directly from the Company); (ii) the Exchange
     Offer has not been completed within 225 days following the Closing Date; or
     (iii) any holder of Registrable Securities notifies the Company in writing
     prior to the 20th Business Day following consummation of the Exchange Offer
     that (A) it is prohibited by applicable law or existing Commission
     interpretations from participating in the Exchange Offer; or (B) that it
     may not resell the Exchange Notes acquired by it in the Exchange Offer to
     the public without delivering a prospectus and the prospectus contained in
     the Exchange Registration Statement is not appropriate or available for
     such resales; or (C) that it is a broker-dealer and owns Securities
     acquired directly from the Company or an affiliate of the Company, the
     Company shall, in lieu of (or, in the case of clause (iii), in addition to)
     conducting the Exchange Offer contemplated by Section 2(a), file under the
     Securities Act as soon as reasonably practicable, but no later than 90 days
     after the time such obligation to file arises, a "shelf" registration
     statement providing for the registration of, and the sale on a continuous
     or delayed basis by the holders of, all of the Registrable Securities
     affected thereby, pursuant to Rule 415 or any similar rule that may be
     adopted by the Commission (such filing, the "Shelf Registration" and such
     registration statement, the "Shelf Registration Statement"). The Company
     agrees to use its reasonable best efforts (x) to cause the Shelf
     Registration Statement to become or be declared effective no later than the
     later of 120 days after such Shelf Registration Statement is filed and 180
     days after the Closing Date and notwithstanding anything herein to the
     contrary to keep such Shelf Registration Statement continuously effective
     for a period ending on the earlier of the second anniversary of the Closing
     Date or such time as there are no longer any Registrable Securities
     outstanding, provided, however, that no holder shall be entitled to be
     named as a selling securityholder in the Shelf Registration Statement or to
     use the prospectus forming a part thereof for resales of Registrable
     Securities unless such holder is an Electing Holder who agrees to be bound
     by all of the provisions of this Agreement applicable to such holder, and
     (y) after the Effective Time of the Shelf Registration Statement, promptly
     upon the request of any holder of Registrable Securities that is not then
     an Electing Holder, to take any action reasonably necessary to enable such
     holder to use the prospectus forming a part thereof for resales of
     Registrable Securities, including, without limitation, any action necessary
     to identify such holder as a selling securityholder in the Shelf
     Registration Statement, provided, however, that nothing in this clause (y)
     shall relieve any such holder of the obligation to return a completed and
     signed Notice and Questionnaire to the Company in accordance with Section
     3(d)(iii) hereof. The Company further agrees to supplement or make
     amendments to the Shelf Registration Statement, as and when required by the
     rules, regulations or instructions applicable to the registration form used
     by the Company for such Shelf Registration Statement or by the Securities
     Act or rules and regulations thereunder for shelf registration, and the
     Company agrees to furnish to each Electing Holder copies of any such
     supplement or amendment prior to its being used or promptly following its
     filing with the Commission.

         (c)      In the event that (i) the Company has not filed the Exchange
     Registration Statement or Shelf Registration Statement on or before the
     date on which such registration statement is required to be filed pursuant
     to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
     Statement or Shelf Registration Statement has not become effective or been
     declared effective by the Commission on or before the date on which such
     registration statement is required to become or be declared effective
     pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer
     has not been completed within 30 Business Days after the initial effective
     date of the Exchange Registration Statement relating to the Exchange Offer
     (if the Exchange Offer is then required to be made) or (iv) any Exchange
     Registration Statement or Shelf Registration Statement required by Section
     2(a) or 2(b) hereof is filed and declared effective but shall thereafter
     either be withdrawn by the Company or shall become subject to an effective
     stop order issued pursuant to Section 8(d) of the Securities Act suspending
     the effectiveness of such registration statement (except as specifically
     permitted herein) without being succeeded immediately by an additional
     registration statement filed and declared effective (each such event
     referred to in clauses (i) through (iv), a "Registration Default" and each
     period during which a Registration Default has

                                        5

<PAGE>

                                                                  EXECUTION COPY

     occurred and is continuing, a "Registration Default Period"), then, as
     liquidated damages for such Registration Default, subject to the provisions
     of Section 9(b), special interest ("Special Interest"), in addition to the
     Base Interest, shall accrue at a per annum rate of 0.25% for the first 90
     day period of the Registration Default Period, at a per annum rate of 0.50%
     for the second consecutive 90 day period of the Registration Default
     Period, at a per annum rate of 0.75% for the third consecutive 90 day
     period of the Registration Default Period and at a per annum rate of 1.0%
     thereafter for the remaining portion of the Registration Default Period.
     Special Interest shall cease to accrue on the date all Registration
     Defaults have been cured. The Company shall not be required to pay Special
     Interest for more than one Registration Default at a time.

         (d)      Any amounts to be paid as Special Interest pursuant to
     paragraph (c) of this Section 2 shall be paid in cash semi-annually in
     arrears, with the first semi-annual payment due on the first Interest
     Payment Date following the Registration Default. In no event shall the
     Company be required to pay Special Interest in excess of the applicable
     maximum amount of one percent (1.00%) per annum set forth above, regardless
     of whether one or multiple Registration Defaults exist. If the Company
     determines in its good faith judgment that the filing of the Shelf
     Registration Statement, or of any supplement or amendment to the Shelf
     Registration Statement to keep such Shelf Registration Statement
     continuously effective under the Securities Act and usable by holders for
     resales of Registrable Securities, would require the disclosure of material
     information that the Company has a bona fide business purpose for
     preserving as confidential or the disclosure of which would materially
     adversely affect the Company's ability to consummate a significant
     transaction, upon written notice of such determination by the Company, the
     obligation for the Company to file, supplement or amend the Shelf
     Registration Statement (including any action contemplated by Section 3
     hereof) will be suspended until the Company notifies the holders in writing
     that the reasons for suspension of such obligations on the part of the
     Company as set forth in this Section 2(d) no longer exist; provided that no
     such suspension will last more than 30 consecutive days; and the aggregate
     number of days (whether or not consecutive) during which the Company may
     delay the filing of any such supplement or amendment shall in no event
     exceed 60 days during any period of 12 consecutive months and the right of
     the Company to suspend its obligation to supplement or amend the Shelf
     Registration Statement under Section 2(c) shall not limit any obligation
     the Company may have to pay Special Interest as defined herein.

         (e)      The Company shall take, and shall cause each Subsidiary
     Guarantor to take, all actions reasonably necessary to ensure that the
     transactions contemplated herein are effected as so contemplated, including
     all actions reasonably necessary to register the Guarantees under the
     registration statement contemplated in Section 2(a) or 2(b) hereof, as
     applicable.

         (f)      Any reference herein to a registration statement as of any
     time shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

         3.       Registration Procedures.

                  If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

         (a)      At or before the Effective Time of the Exchange Offer or the
     Shelf Registration, as the case may be, the Company shall qualify the
     Indenture under the Trust Indenture Act of 1939.

                                        6

<PAGE>

                                                                  EXECUTION COPY

         (b)      In the event that such qualification would require the
     appointment of a new trustee under the Indenture, the Company shall appoint
     a new trustee thereunder pursuant to the applicable provisions of the
     Indenture.

         (c)      In connection with the Company's obligations with respect to
     the registration of Exchange Securities as contemplated by Section 2(a)
     (the "Exchange Registration"), if applicable, the Company shall as soon as
     reasonably practicable (or as otherwise specified):

                  (i)      prepare and file with the Commission, no later than
         90 days after the Closing Date, an Exchange Registration Statement on
         any form which may be utilized by the Company and which shall permit
         the Exchange Offer and resales of Exchange Securities by broker-dealers
         during the Resale Period to be effected as contemplated by Section
         2(a), and use its reasonable best efforts to cause such Exchange
         Registration Statement to become effective no later than 180 days after
         the Closing Date;

                  (ii)     notwithstanding anything to the contrary herein, as
         soon as reasonably practicable prepare and file with the Commission
         such amendments and supplements to such Exchange Registration Statement
         and the prospectus included therein as may be necessary to effect and
         maintain the effectiveness of such Exchange Registration Statement for
         the periods and purposes contemplated in Section 2(a) hereof and as may
         be required by the applicable rules and regulations of the Commission
         and the instructions applicable to the form of such Exchange
         Registration Statement, and promptly provide each broker-dealer holding
         Exchange Securities with such number of copies of the prospectus
         included therein (as then amended or supplemented), in conformity in
         all material respects with the requirements of the Securities Act and
         the Trust Indenture Act and the rules and regulations of the Commission
         thereunder, as such broker-dealer reasonably may request prior to the
         expiration of the Resale Period, for use in connection with resales of
         Exchange Securities;

                  (iii)    promptly notify each broker-dealer that has requested
         or received copies of the prospectus included in the Exchange
         Registration Statement, and confirm such advice in writing, (A) when
         such Exchange Registration Statement or the prospectus included therein
         or any prospectus amendment or supplement or post effective amendment
         has been filed, and, with respect to such Exchange Registration
         Statement or any post effective amendment, when the same has become
         effective, (B) of any comments by the Commission or any request by the
         Commission for amendments or supplements to such Exchange Registration
         Statement or prospectus or for additional information, in each case
         which could reasonably be expected to result in a stop order or
         suspension of the registration statement, (C) after receipt by the
         Company of any notification of the issuance by the Commission of any
         stop order suspending the effectiveness of such Exchange Registration
         Statement or the initiation or threatening of any proceedings for that
         purpose, (D) if at any time the representations and warranties of the
         Company contemplated by Section 5 cease to be true and correct in all
         material respects, (E) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Exchange Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose, or (F) at any time
         during the Resale Period when a prospectus is required to be delivered
         under the Securities Act, that such Exchange Registration Statement,
         prospectus, prospectus amendment or supplement or post effective
         amendment does not conform in all material respects to the applicable
         requirements of the Securities Act and the Trust Indenture Act and the
         rules and regulations of the Commission thereunder or contains an
         untrue statement of a material fact or omits to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

                  (iv)     in the event that the Company would be required,
         pursuant to Section 3(e)(iii)(D) above, notwithstanding anything to the
         contrary herein, to notify any broker-

                                        7

<PAGE>

                                                                  EXECUTION COPY

         dealers holding Exchange Securities, use its reasonable best efforts as
         soon as reasonably practicable to prepare and furnish to each such
         holder a reasonable number of copies of a prospectus supplemented or
         amended so that, as thereafter delivered to purchasers of such Exchange
         Securities during the Resale Period, such prospectus shall conform in
         all material respects to the applicable requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder and shall not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing;

                  (v)      use its reasonable best efforts to obtain the
         withdrawal of any order suspending the effectiveness of such Exchange
         Registration Statement or any post effective amendment thereto at the
         earliest practicable date;

                  (vi)     use its reasonable best efforts to (A) register or
         qualify the Exchange Securities under the securities laws or blue sky
         laws of such jurisdictions as are contemplated by Section 2(a) no later
         than the commencement of the Exchange Offer, (B) keep such
         registrations or qualifications in effect and comply with such laws so
         as to permit the continuance of offers, sales and dealings therein in
         such jurisdictions until the expiration of the Resale Period and (C)
         take any and all other actions as may be reasonably necessary to enable
         each broker-dealer holding Exchange Securities to consummate the
         disposition thereof in such jurisdictions; provided, however, that
         neither the Company nor any of the Subsidiary Guarantors shall be
         required for any such purpose to (1) qualify as a foreign corporation
         in any jurisdiction wherein it would not otherwise be required to
         qualify but for the requirements of this Section 3(c)(vi), (2) consent
         to general service of process in any such jurisdiction or (3) make any
         changes to its certificate of incorporation or by laws or any agreement
         between it and its stockholders;

                  (vii)    use its reasonable best efforts to obtain the consent
         or approval of each governmental agency or authority, whether federal,
         state or local, which may be required to effect the Exchange
         Registration, the Exchange Offer and the offering and sale of Exchange
         Securities by broker-dealers during the Resale Period;

                  (viii)   provide a CUSIP number for all Exchange Securities,
         not later than the applicable Effective Time;

                  (ix)     comply in all material respects with all applicable
         rules and regulations of the Commission, and make generally available
         to its securityholders as soon as practicable but no later than
         eighteen months after the effective date of such Exchange Registration
         Statement, an earning statement of the Company and its subsidiaries
         complying with Section 11(a) of the Securities Act (including, at the
         option of the Company, Rule 158 thereunder).

         (d)      In connection with the Company's obligations with respect to
     the Shelf Registration, if applicable, the Company shall, as soon as
     reasonably practicable (or as otherwise specified):

                  (i)      prepare and file with the Commission, as soon as
         reasonably practicable but in any case within the time periods
         specified in Section 2(b), a Shelf Registration Statement on any form
         which may be utilized by the Company and which shall register all of
         the Registrable Securities for resale by the holders thereof in
         accordance with such method or methods of disposition as may be
         specified by such of the holders as, from time to time, may be Electing
         Holders and use its reasonable best efforts to cause such Shelf
         Registration Statement to become effective as soon as reasonably
         practicable but in any case within the time periods specified in
         Section 2(b);

                                        8

<PAGE>

                                                                  EXECUTION COPY

                  (ii)     not less than 30 calendar days prior to the Effective
         Time of the Shelf Registration Statement, mail the Notice and
         Questionnaire to the holders of Registrable Securities; no holder shall
         be entitled to be named as a selling securityholder in the Shelf
         Registration Statement as of the Effective Time, and no holder shall be
         entitled to use the prospectus forming a part thereof for resales of
         Registrable Securities at any time, unless such holder has returned a
         completed and signed Notice and Questionnaire to the Company by the
         deadline for response set forth therein; provided, however, holders of
         Registrable Securities shall have at least 28 calendar days from the
         date on which the Notice and Questionnaire is first mailed to such
         holders to return a completed and signed Notice and Questionnaire to
         the Company;

                  (iii)    after the Effective Time of the Shelf Registration
         Statement, upon the request of any holder of Registrable Securities
         that is not then an Electing Holder, promptly send a Notice and
         Questionnaire to such holder; provided that the Company shall not be
         required to take any action to name such holder as a selling
         securityholder in the Shelf Registration Statement or to enable such
         holder to use the prospectus forming a part thereof for resales of
         Registrable Securities until such holder has returned a completed and
         signed Notice and Questionnaire to the Company;

                  (iv)     notwithstanding anything to the contrary herein, as
         soon as reasonably practicable prepare and file with the Commission
         such amendments and supplements to such Shelf Registration Statement
         and the prospectus included therein as may be necessary to effect and
         maintain the effectiveness of such Shelf Registration Statement for the
         period specified in Section 2(b) hereof and as may be required by the
         applicable rules and regulations of the Commission and the instructions
         applicable to the form of such Shelf Registration Statement, and
         furnish to the Electing Holders copies of any such supplement or
         amendment as soon as reasonably practicable following it being filed
         with the Commission;

                  (v)      comply in all material respects with the provisions
         of the Securities Act with respect to the disposition of all of the
         Registrable Securities covered by such Shelf Registration Statement in
         accordance with the intended methods of disposition by the Electing
         Holders provided for in such Shelf Registration Statement;

                  (vi)     provide (A) the Electing Holders representing at
         least 20% of the aggregate principal amount of the Registrable
         Securities covered by such Shelf Registration Statement, (B) the
         underwriters (which term, for purposes of this Exchange and
         Registration Rights Agreement, shall include a person deemed to be an
         underwriter within the meaning of Section 2(a)(11) of the Securities
         Act), if any, thereof, (C) any sales or placement agent therefor, (D)
         counsel for any such underwriter or agent and (E) not more than one
         counsel for all the Electing Holders the opportunity to participate in
         the preparation of such Shelf Registration Statement, each prospectus
         included therein or filed with the Commission and each amendment or
         supplement thereto;

                  (vii)    for a reasonable period prior to the filing of such
         Shelf Registration Statement, and throughout the period specified in
         Section 2(b), make reasonably available at reasonable times at the
         Company's principal place of business or such other reasonable place
         for inspection by the persons referred to in Section 3(d)(vi) who shall
         certify to the Company that they have a current intention to sell the
         Registrable Securities pursuant to the Shelf Registration such
         financial and other information and books and records of the Company,
         and cause the officers, employees, counsel and independent certified
         public accountants of the Company to respond to such inquiries, as
         shall be reasonably necessary, to conduct a reasonable investigation
         within the meaning of Section 11 of the Securities Act; provided,
         however, that each such party shall be required to maintain in
         confidence and not to disclose to any other person any

                                        9

<PAGE>

                                                                  EXECUTION COPY

         information or records reasonably designated by the Company as being
         confidential, until such time as (A) such information becomes a matter
         of public record (whether by virtue of its inclusion in such
         registration statement or otherwise), or (B) such person shall be
         required so to disclose such information pursuant to a subpoena or
         order of any court or other governmental agency or body having
         jurisdiction over the matter (subject to the requirements of such
         order, and only after such person shall have given the Company prompt
         prior written notice of such requirement);

                  (viii)   promptly notify each of the Electing Holders, any
         sales or placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post effective amendment has been filed, and, with respect to such
         Shelf Registration Statement or any post effective amendment, when the
         same has become effective, (B) of any comments by the Commission or any
         request by the Commission for amendments or supplements to such Shelf
         Registration Statement or prospectus or for additional information, in
         each case which could reasonably be expected to result in a stop order
         or suspension of the registration statement, (C) after the receipt by
         the Company of any notification with respect to the issuance by the
         Commission of any stop order suspending the effectiveness of such Shelf
         Registration Statement or the initiation or threatening of any
         proceedings for that purpose, (D) if at any time the representations
         and warranties of the Company contemplated by Section 3(d)(xvii) or
         Section 5 cease to be true and correct in all material respects, (E) of
         the receipt by the Company of any notification with respect to the
         suspension of the qualification of the Registrable Securities for sale
         in any jurisdiction or the initiation or threatening of any proceeding
         for such purpose, or (D) if at any time when a prospectus is required
         to be delivered under the Securities Act, that such Shelf Registration
         Statement, prospectus, prospectus amendment or supplement or post
         effective amendment does not conform in all material respects to the
         applicable requirements of the Securities Act and the Trust Indenture
         Act and the rules and regulations of the Commission thereunder, or
         contains an untrue statement of a material fact or omits to state any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading in light of the circumstances then
         existing;

                  (ix)     use its reasonable best efforts to obtain the
         withdrawal of any order suspending the effectiveness of such
         registration statement or any post effective amendment thereto at the
         earliest practicable date;

                  (x)      if requested by any managing underwriter or
         underwriters, any placement or sales agent or any Electing Holder,
         promptly incorporate in a prospectus supplement or post effective
         amendment such information as is required by the applicable rules and
         regulations of the Commission and as such managing underwriter or
         underwriters, such agent or such Electing Holder specifies should be
         included therein relating to the terms of the sale of such Registrable
         Securities, including information with respect to the principal amount
         of Registrable Securities being sold by such Electing Holder or agent
         or to any underwriters, the name and description of such Electing
         Holder, agent or underwriter, the offering price of such Registrable
         Securities and any discount, commission or other compensation payable
         in respect thereof, the purchase price being paid therefor by such
         underwriters and with respect to any other terms of the offering of the
         Registrable Securities to be sold by such Electing Holder or agent or
         to such underwriters; and make all required filings of such prospectus
         supplement or post effective amendment promptly after notification of
         the matters to be incorporated in such prospectus supplement or post
         effective amendment;

                  (xi)     if requested, furnish to each Electing Holder, each
         placement or sales agent, if any, therefor, each underwriter, if any,
         thereof and the respective counsel

                                       10

<PAGE>

                                                                  EXECUTION COPY

         referred to in Section 3(d)(vi) a copy of such Shelf Registration
         Statement, each such amendment and supplement thereto (in each case
         including all exhibits thereto and such number of copies of such Shelf
         Registration Statement) and of the prospectus included in such Shelf
         Registration Statement (including each preliminary prospectus and any
         summary prospectus), in conformity in all material respects with the
         applicable requirements of the Securities Act and the Trust Indenture
         Act and the rules and regulations of the Commission thereunder, and
         such other documents, as such Electing Holder, agent, if any, and
         underwriter, if any, may reasonably request in order to facilitate the
         offering and disposition of the Registrable Securities owned by such
         Electing Holder, offered or sold by such agent or underwritten by such
         underwriter and to permit such Electing Holder, agent and underwriter
         to satisfy the prospectus delivery requirements of the Securities Act;
         and, notwithstanding anything to the contrary herein, the Company
         hereby consents to the use of such prospectus (including such
         preliminary and summary prospectus) and any amendment or supplement
         thereto by each such Electing Holder and by any such agent and
         underwriter, in each case in the form most recently provided to such
         person by the Company, in connection with the offering and sale of the
         Registrable Securities covered by the prospectus (including such
         preliminary and summary prospectus) or any supplement or amendment
         thereto;

                  (xii)    use reasonable best efforts to (A) register or
         qualify the Registrable Securities to be included in such Shelf
         Registration Statement under such securities laws or blue sky laws of
         such jurisdictions as any Electing Holder and each placement or sales
         agent, if any, therefor and underwriter, if any, thereof shall
         reasonably request, (B) keep such registrations or qualifications in
         effect and comply with such laws so as to permit the continuance of
         offers, sales and dealings therein in such jurisdictions during the
         period the Shelf Registration is required to remain effective under
         Section 2(b) above and for so long as may be necessary to enable any
         such Electing Holder, agent or underwriter to complete its distribution
         of Securities pursuant to such Shelf Registration Statement and (C)
         take any and all other actions as may be reasonably necessary to enable
         each such Electing Holder, agent, if any, and underwriter, if any, to
         consummate the disposition in such jurisdictions of such Registrable
         Securities; provided, however, that neither the Company nor any of the
         Subsidiary Guarantors shall be required for any such purpose to (1)
         qualify as a foreign corporation in any jurisdiction wherein it would
         not otherwise be required to qualify but for the requirements of this
         Section 3(d)(xii), (2) consent to general service of process in any
         such jurisdiction or (3) make any changes to its certificate of
         incorporation or by laws or any agreement between it and its
         stockholders;

                  (xiii)   use its reasonable best efforts to obtain the consent
         or approval of each governmental agency or authority, whether federal,
         state or local, which may be required to effect the Shelf Registration
         or the offering or sale in connection therewith or to enable the
         selling holder or holders to offer, or to consummate the disposition
         of, their Registrable Securities;

                  (xiv)    Unless any Registrable Securities shall be in
         book-entry only form, cooperate with the Electing Holders and the
         managing underwriters, if any, to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         sold, which certificates, if so required by any securities exchange
         upon which any Registrable Securities are listed, shall be penned,
         lithographed or engraved, or produced by any combination of such
         methods, on steel engraved borders, and which certificates shall not
         bear any restrictive legends; and, in the case of an underwritten
         offering, enable such Registrable Securities to be in such
         denominations and registered in such names as the managing underwriters
         may request at least two business days prior to any sale of the
         Registrable Securities;

                  (xv)     provide a CUSIP number for all Registrable
         Securities, not later than the applicable Effective Time;

                                       11

<PAGE>

                                                                  EXECUTION COPY

                  (xvi)    enter into such customary agreements, including if
         requested, an underwriting agreement in customary form, and take such
         other actions in connection therewith as any Electing Holders
         aggregating at least 20% in aggregate principal amount of the
         Registrable Securities at the time outstanding shall request in order
         to expedite or facilitate the disposition of such Registrable
         Securities; provided, however, that the Company shall not be required
         to enter into any such agreement more than two times with respect to
         all the Registrable Securities and may delay entering into such
         agreement until the consummation of any underwritten public offering in
         which the Company shall have then engaged;

                  (xvii)   whether or not an agreement of the type referred to
         in Section 3(d)(xvi) hereof is entered into and whether or not any
         portion of the offering contemplated by the Shelf Registration is an
         underwritten offering or is made through a placement or sales agent or
         any other entity, (A) make such representations and warranties to the
         Electing Holders and the placement or sales agent, if any, therefor and
         the underwriters, if any, thereof in form, substance and scope as are
         customarily made in connection with an offering of debt securities
         pursuant to any appropriate agreement or to a registration statement
         filed on the form applicable to the Shelf Registration; (B) obtain an
         opinion of counsel to the Company in customary form and covering such
         matters, of the type customarily covered by such an opinion, as the
         managing underwriters, if any, or as any Electing Holders of at least
         20% in aggregate principal amount of the Registrable Securities at the
         time outstanding may reasonably request, addressed to such Electing
         Holder or Electing Holders and the placement or sales agent, if any,
         therefor and the underwriters, if any, thereof and dated the effective
         date of such Shelf Registration Statement (and if such Shelf
         Registration Statement contemplates an underwritten offering of a part
         or all of the Registrable Securities, dated the date of the closing
         under the underwriting agreement relating thereto) (it being agreed
         that the matters to be covered by such opinion shall conform in all
         material respects to the opinions provided by Company counsel in the
         Purchase Agreement, with such changes as are customary for a registered
         exchange offer); (C) if Electing Holders of at least 20% in aggregate
         principal amount of the Registrable Securities at the time outstanding
         so request, obtain a "cold comfort" letter or letters from the
         independent certified public accountants of the Company addressed to
         the selling Electing Holders, the placement or sales agent, if any,
         therefor or the underwriters, if any, thereof, dated (i) the effective
         date of such Shelf Registration Statement and (ii) the effective date
         of any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus (and, if such Shelf
         Registration Statement contemplates an underwritten offering pursuant
         to any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus, dated the date of
         the closing under the underwriting agreement relating thereto), such
         letter or letters to be in customary form and covering such matters of
         the type customarily covered by letters of such type; (D) deliver such
         documents and certificates, including officers' certificates, as may be
         reasonably requested by any Electing Holders of at least 20% in
         aggregate principal amount of the Registrable Securities at the time
         outstanding or the placement or sales agent, if any, therefor and the
         managing underwriters, if any, thereof to evidence the accuracy of the
         representations and warranties made pursuant to clause (A) above or
         those contained in Section 5(a) hereof and the compliance with or
         satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the Company
         or the Subsidiary Guarantors; and (E) undertake such obligations
         relating

                                       12

<PAGE>

                                                                  EXECUTION COPY

         to expense reimbursement, indemnification and contribution as are
         provided in Section 6 hereof;

                  (xviii)  notify in writing each holder of Registrable
         Securities of any proposal by the Company to amend or waive any
         provision of this Exchange and Registration Rights Agreement pursuant
         to Section 9(h) hereof and of any amendment or waiver effected pursuant
         thereto, each of which notices shall contain the text of the amendment
         or waiver proposed or effected, as the case may be;

                  (xix)    in the event that any broker-dealer registered under
         the Exchange Act shall underwrite any Registrable Securities or
         participate as a member of an underwriting syndicate or selling group
         or "assist in the distribution" (within the meaning of the Conduct
         Rules (the "Conduct Rules") of the National Association of Securities
         Dealers, Inc. ("NASD") or any successor thereto, as amended from time
         to time) thereof, whether as a holder of such Registrable Securities or
         as an underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

                  (xx)     comply in all material respects with all applicable
         rules and regulations of the Commission, and make generally available
         to its securityholders as soon as practicable but in any event not
         later than 18 months after the effective date of such Shelf
         Registration Statement, an earning statement of the Company and its
         subsidiaries complying with Section 11(a) of the Securities Act
         (including, at the option of the Company, Rule 158 thereunder).

         (e)      In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(D) above, to notify the Electing Holders, the placement
     or sales agent, if any, therefor and the managing underwriters, if any,
     thereof, notwithstanding anything to the contrary herein, the Company shall
     as promptly as reasonably practicable prepare and furnish to each of the
     Electing Holders, to each placement or sales agent, if any, and to each
     such underwriter, if any, a reasonable number of copies of a prospectus
     supplemented or amended so that, as thereafter delivered to purchasers of
     Registrable Securities, such prospectus shall conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and shall not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing. Each Electing Holder agrees that upon receipt of any notice from
     the Company pursuant to Section 3(d)(viii)(D) hereof, such Electing Holder
     shall forthwith discontinue the disposition of Registrable Securities
     pursuant to the Shelf Registration Statement applicable to such Registrable
     Securities until such Electing Holder shall have received copies of such
     amended or supplemented prospectus, and if so directed by the Company, such
     Electing Holder shall deliver to the Company (at the Company's expense) all
     copies, other than permanent file copies, then in such Electing Holder's
     possession of the prospectus covering such Registrable Securities at the
     time of receipt of such notice.

                                       13

<PAGE>

                                                                  EXECUTION COPY

         (f)      In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Company may require such Electing Holder to furnish
     to the Company such additional information regarding such Electing Holder
     and such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         (g)      Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144 under the Securities Act) to, resell any of the Securities that
     have been reacquired by any of them except pursuant to an effective
     registration statement under the Securities Act.

         4.       Registration Expenses.

           The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including reasonable fees
and disbursements of one counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including any fees and disbursements of one
counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) reasonable fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) reasonable fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) reasonable fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to

                                       14

<PAGE>

                                                                  EXECUTION COPY

the Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

         5.       Representations and Warranties.

         The Company and each of the Subsidiary Guarantors represents and
warrants to, and agrees with, the Purchaser and each of the holders from time to
time of Registrable Securities that:

         (a)      Each registration statement covering Registrable Securities
     and each prospectus (including any preliminary or summary prospectus)
     contained therein or furnished pursuant to Section 3(d) or Section 3(c)
     hereof and any further amendments or supplements to any such registration
     statement or prospectus, when it becomes effective or is filed with the
     Commission, as the case may be, and, in the case of an underwritten
     offering of Registrable Securities, at the time of the closing under the
     underwriting agreement relating thereto, will conform in all material
     respects to the requirements of the Securities Act and the Trust Indenture
     Act and the rules and regulations of the Commission thereunder and will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and at all times subsequent to the Effective Time
     when a prospectus would be required to be delivered under the Securities
     Act, other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (b)      Any documents incorporated by reference in any prospectus
     referred to in Section 5(a) hereof, when they become or became effective or
     are or were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (c)      The compliance by the Company and the Subsidiary Guarantors
     with all of the provisions of this Exchange and Registration Rights
     Agreement and the consummation of the

                                       15

<PAGE>

                                                                  EXECUTION COPY

     transactions herein contemplated will not (i) conflict with or result in a
     breach or violation of any of the terms or provisions of, or constitute a
     default under, any Dealer Agreement (as defined in the Purchase Agreement)
     or any indenture, mortgage, deed of trust, loan agreement, or other
     agreement or instrument to which the Company or any of its subsidiaries is
     a party or by which the Company or any of its subsidiaries is bound or to
     which any of the property or assets of the Company or any of its
     subsidiaries is subject, (ii) violate the provisions of the Restated
     Certificate of Incorporation or By-laws of the Company or the
     organizational documents of any of its subsidiaries or (iii) violate any
     statute or any order, rule or regulation of any court or governmental
     agency or body having jurisdiction over the Company or any of its
     subsidiaries or any of their properties, except, in the cases of clause (i)
     or (iii), for such conflicts, breaches, violations, or defaults as would
     not individually or in the aggregate have a material adverse effect on the
     current or future consolidated financial position, stockholders' equity or
     results of operations of the Company and its subsidiaries taken as a whole;
     and no consent, approval, authorization, order, registration or
     qualification of or with either (x) any such court or governmental agency
     or body or (y) any automobile manufacturer is required for the compliance
     by the Company and the Subsidiary Guarantors with all of the provisions of
     this Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated, except the registration under the
     Securities Act of the Securities, qualification of the Indenture under the
     Trust Indenture Act and such consents, approvals, authorizations,
     registrations or qualifications as may be required under State securities
     or blue sky laws in connection with the offering and distribution of the
     Securities.

         (d)      This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company and each of the
     Subsidiary Guarantors.

         6.       Indemnification.

         (a)      Indemnification by the Company and the Subsidiary Guarantors.
     The Company and the Subsidiary Guarantors, jointly and severally, will
     indemnify and hold harmless each of the holders of Registrable Securities
     included in an Exchange Registration Statement, each of the Electing
     Holders of Registrable Securities included in a Shelf Registration
     Statement and each person who participates as a placement or sales agent or
     as an underwriter in any offering or sale of such Registrable Securities
     against any losses, claims, damages or liabilities, joint or several, to
     which such holder, agent or underwriter may become subject under the
     Securities Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are based upon
     an untrue statement or alleged untrue statement of a material fact
     contained in any Exchange Registration Statement or Shelf Registration
     Statement, as the case may be, under which such Registrable Securities were
     registered under the Securities Act, or any preliminary, final or summary
     prospectus contained therein or furnished by the Company to any such
     holder, Electing Holder, agent or underwriter, or any amendment or
     supplement thereto, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     will reimburse such holder, such Electing Holder, such agent and such
     underwriter for any legal or other expenses reasonably incurred by them in
     connection with investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that neither the Company nor the
     Subsidiary Guarantors shall be liable to any such person in any such case
     to the extent that any such loss, claim, damage or liability arises out of
     or is based upon an untrue statement or alleged untrue statement or
     omission or alleged omission made in such registration statement, or
     preliminary, final or summary prospectus, or amendment or supplement
     thereto, (i) in reliance upon and in conformity with written information
     furnished to the Company by such person expressly for use therein or (ii)
     distributed by such person in contravention of a reasonable written
     direction provided by the Company to such person at least one Business Day
     in advance of such distribution in accordance with Section 3(e).

                                       16

<PAGE>

                                                                  EXECUTION COPY

         (b)      Indemnification by the Holders and any Agents and
     Underwriters. The Company may require, as a condition to including any
     Registrable Securities in any registration statement filed pursuant to
     Section 2(b) hereof and to entering into any underwriting agreement with
     respect thereto, that the Company shall have received an undertaking
     reasonably satisfactory to it from the Electing Holder of such Registrable
     Securities and from each underwriter named in any such underwriting
     agreement, severally and not jointly, to (i) indemnify and hold harmless
     the Company, the Subsidiary Guarantors, each person who controls the
     Company or any of the Subsidiary Guarantors within the meaning of the
     Securities Act or Exchange Act and all other holders of Registrable
     Securities, against any losses, claims, damages or liabilities to which the
     Company, the Subsidiary Guarantors or such other holders of Registrable
     Securities may become subject, under the Securities Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in such registration
     statement, or any preliminary, final or summary prospectus contained
     therein or furnished by the Company to any such Electing Holder, agent or
     underwriter, or any amendment or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, in each case to the extent, but only to the extent,
     that such untrue statement or alleged untrue statement or omission or
     alleged omission was made in reliance upon and in conformity with written
     information furnished to the Company by such Electing Holder or underwriter
     expressly for use therein, and (ii) reimburse the Company and the
     Subsidiary Guarantors for any legal or other expenses reasonably incurred
     by the Company and the Subsidiary Guarantors in connection with
     investigating or defending any such action or claim as such expenses are
     incurred; provided, however, that no such Electing Holder shall be required
     to undertake liability to any person under this Section 6(b) for any
     amounts in excess of the dollar amount of the proceeds to be received by
     such Electing Holder from the sale of such Electing Holder's Registrable
     Securities pursuant to such registration.

         (c)      Notices of Claims, Etc. Promptly after receipt by an
     indemnified party under subsection (a) or (b) above of written notice of
     the commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) or
     6(b) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case
     subsequently incurred by such indemnified party, in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the entry of
     any judgment with respect to, any pending or threatened action or claim in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or potential party to
     such action or claim) unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does not include a
     statement as to or an admission of fault, culpability or a failure to act
     by or on behalf of any indemnified party.

                                       17

<PAGE>

                                                                  EXECUTION COPY

         (d)      Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto) exceeds the amount of any
     damages which such holder has otherwise been required to pay by reason of
     such untrue or alleged untrue statement or omission or alleged omission,
     and no underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Registrable Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

         (e)      The obligations of the Company and the Subsidiary Guarantors
     under this Section 6 shall be in addition to any liability which the
     Company or the Subsidiary Guarantors may otherwise have and shall extend,
     upon the same terms and conditions, to each officer, director and partner
     of each holder, agent and underwriter and each person, if any, who controls
     any holder, agent or underwriter within the meaning of the Securities Act;
     and the obligations of the holders and any agents or underwriters
     contemplated by this Section 6 shall be in addition to any liability which
     the respective holder, agent or underwriter may otherwise have and shall
     extend, upon the same terms and conditions, to each officer and director of
     the Company or the Subsidiary Guarantors (including any person who, with
     his consent, is named in any registration statement as about to become a
     director of the Company or any of the Subsidiary Guarantors) and to each
     person, if any, who controls the Company within the meaning of the
     Securities Act.

         7.       Underwritten Offerings.

         (a)      Selection of Underwriters. If any of the Registrable
     Securities covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a

                                       18

<PAGE>

                                                                  EXECUTION COPY

     majority in aggregate principal amount of the Registrable Securities to be
     included in such offering, provided that such designated managing
     underwriter or underwriters is or are reasonably acceptable to the Company.

         (b)      Participation by Holders. Each holder of Registrable
     Securities hereby agrees with each other such holder that no such holder
     may participate in any underwritten offering hereunder unless such holder
     (i) agrees to sell such holder's Registrable Securities on the basis
     provided in any underwriting arrangements approved by the persons entitled
     hereunder to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

         8.       Rule 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

         9.       Miscellaneous.

         (a)      No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

         (b)      Specific Performance. The parties hereto acknowledge that
     there would be no adequate remedy at law if the Company fails to perform
     any of its obligations hereunder and that the Purchaser and the holders
     from time to time of the Registrable Securities may be irreparably harmed
     by any such failure, and accordingly agree that the Purchaser and such
     holders, in addition to any other remedy to which they may be entitled at
     law or in equity, shall be entitled to compel specific performance of the
     obligations of the Company under this Exchange and Registration Rights
     Agreement in accordance with the terms and conditions of this Exchange and
     Registration Rights Agreement, in any court of the United States or any
     State thereof having jurisdiction.

         (c)      Notices. All notices, requests, claims, demands, waivers and
     other communications hereunder shall be in writing and shall be deemed to
     have been duly given when delivered by hand, if delivered personally or by
     courier, or two days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to any of the Company or the Subsidiary Guarantors, to Group 1 Automotive,
     Inc., 950 Echo Lane, Suite 100, Houston, Texas 77024, Attention: Chief
     Financial Officer, and if to a holder, to the address of such holder set
     forth in the security register or other records of the Company, or to such
     other address as the Company or any such holder may have furnished to the
     other in writing in accordance herewith, except that notices of change of
     address shall be effective only upon receipt.

                                       19

<PAGE>

                                                                  EXECUTION COPY

         (d)      Parties in Interest. All the terms and provisions of this
     Exchange and Registration Rights Agreement shall be binding upon, shall
     inure to the benefit of and shall be enforceable by the parties hereto and
     the holders from time to time of the Registrable Securities and the
     respective successors and assigns of the parties hereto and such holders.
     In the event that any transferee of any holder of Registrable Securities
     shall acquire Registrable Securities, in any manner, whether by gift,
     bequest, purchase, operation of law or otherwise, such transferee shall,
     without any further writing or action of any kind, be deemed a beneficiary
     hereof for all purposes and such Registrable Securities shall be held
     subject to all of the terms of this Exchange and Registration Rights
     Agreement, and by taking and holding such Registrable Securities such
     transferee shall be entitled to receive the benefits of, and be
     conclusively deemed to have agreed to be bound by all of the applicable
     terms and provisions of this Exchange and Registration Rights Agreement. If
     the Company shall so request, any such successor, assign or transferee
     shall agree in writing to acquire and hold the Registrable Securities
     subject to all of the applicable terms hereof.

         (e)      Survival. The respective indemnities, agreements,
     representations, warranties and each other provision set forth in this
     Exchange and Registration Rights Agreement or made pursuant hereto shall
     remain in full force and effect regardless of any investigation (or
     statement as to the results thereof) made by or on behalf of any holder of
     Registrable Securities, any director, officer or partner of such holder,
     any agent or underwriter or any director, officer or partner thereof, or
     any controlling person of any of the foregoing, and shall survive delivery
     of and payment for the Registrable Securities pursuant to the Purchase
     Agreement and the transfer and registration of Registrable Securities by
     such holder and the consummation of an Exchange Offer.

         (f)      GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK.

         (g)      Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

         (h)      Entire Agreement; Amendments. This Exchange and Registration
     Rights Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

         (i)      Inspection. For so long as this Exchange and Registration
     Rights Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day by any holder of Registrable Securities for
     proper purposes only (which shall include any purpose related to the rights
     of the holders of Registrable Securities under the Securities, the
     Indenture and this Agreement) at the offices of the Company at the address
     thereof set forth in Section 9(c) above and at the office of the Trustee
     under the Indenture.

                                       20

<PAGE>

                                                                  EXECUTION COPY

         (j)      Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.

                                       21

<PAGE>

                                                                  EXECUTION COPY

         If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers, the Subsidiary
Guarantors and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

                                        Very truly yours,

                                        THE COMPANY:

                                        GROUP 1 AUTOMOTIVE, INC.

                                        By: /s/ Scott L. Thompson
                                            ----------------------------------
                                        Name: Scott L. Thompson
                                        Title: Executive Vice President, Chief
                                               Financial Officer and Treasurer

                                        SUBSIDIARY GUARANTORS:

                                        GROUP 1 REALTY, INC.
                                        GROUP 1 FL HOLDINGS, INC.

                                        By: /s/ Scott L. Thompson
                                            ----------------------------------
                                        Name: Scott L. Thompson
                                        Title: President

                                        BOB HOWARD AUTOMOTIVE-EAST, INC.
                                        BOB HOWARD AUTOMOTIVE-H, INC.
                                        BOB HOWARD CHEVROLET, INC.
                                        BOB HOWARD DODGE, INC.
                                        BOB HOWARD MOTORS, INC.
                                        BOB HOWARD NISSAN, INC.
                                        BOHN HOLDINGS-DC, INC.
                                        BOHN HOLDINGS-F, INC.
                                        BOHN HOLDINGS-GM, INC.
                                        BOHN HOLDINGS-S, INC.
                                        CASA CHEVROLET INC.
                                        CASA CHRYSLER PLYMOUTH JEEP INC.
                                        DANVERS-DC, INC.
                                        DANVERS-DCII, INC.
                                        DANVERS-DCIII, INC.
                                        DANVERS-GM, INC.
                                        DANVERS-N, INC.
                                        DANVERS-NII, INC.

                                       22

<PAGE>

                                                                  EXECUTION COPY

                                        DANVERS-S, INC.
                                        DANVERS-SU, INC.
                                        DANVERS-T, INC.
                                        DANVERS-TII, INC.
                                        DANVERS-TL, INC.
                                        FMM, INC.
                                        GPI ATLANTA-F, INC.
                                        GPI ATLANTA-FLM, INC.
                                        GPI ATLANTA-FLM II, INC.
                                        GPI ATLANTA-T, INC.
                                        GROUP 1 ASSOCIATES, INC.
                                        HARVEY-T, INC.
                                        HIGHLAND AUTOPLEX, INC.
                                        HOWARD FORD, INC.
                                        HOWARD PONTIAC-GMC, INC.
                                        HOWARD-DC, INC.
                                        HOWARD-DCII, INC.
                                        HOWARD-GM, INC.
                                        HOWARD-GMII, INC.
                                        HOWARD-GMIII, INC.
                                        HOWARD-H, INC.
                                        HOWARD-HA, INC.
                                        HOWARD-FLM, INC.
                                        HOWARD-SB, INC.
                                        HOWARD-SI, INC.
                                        JIM TIDWELL FORD, INC.
                                        LUBY CHEVROLET CO.
                                        MIKE SMITH AUTOMOTIVE-H, INC.
                                        MIKE SMITH AUTOMOTIVE-N, INC.
                                        MIKE SMITH AUTOPLAZA, INC.
                                        MIKE SMITH AUTOPLEX BUICK, INC.
                                        MIKE SMITH AUTOPLEX DODGE, INC.
                                        MIKE SMITH AUTOPLEX, INC.
                                        MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.
                                        MIKE SMITH AUTOPLEX-V, INC.
                                        MIKE SMITH GM, INC.
                                        MIKE SMITH IMPORTS, INC.
                                        MIKE SMITH MOTORS, INC.
                                        MILLBRO, INC.
                                        MILLER AUTOMOTIVE GROUP, INC.
                                        MILLER FAMILY COMPANY, INC.
                                        MILLER IMPORTS, INC.
                                        MILLER INFINITI, INC.
                                        MILLER MOTORS VAN NUYS, INC.
                                        MILLER NISSAN, INC.
                                        MILLER-NII, INC.
                                        PERIMETER FORD, INC.
                                        SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

                                        By: /s/ Scott L. Thompson
                                            ------------------------------------
                                        Name: Scott L. Thompson
                                        Title: Vice President

                                       23

<PAGE>

                                                                  EXECUTION COPY

                                        AMARILLO MOTORS-C, LTD.
                                        AMARILLO MOTORS-F, LTD.
                                        AMARILLO MOTORS-FM, LTD.
                                        AMARILLO MOTORS-J, LTD.
                                        AMARILLO MOTORS-SM, LTD.
                                        CHAPERRAL DODGE, LTD.
                                        COLONIAL CHRYSLER-PLYMOUTH, LTD.
                                        GPI, LTD.
                                        KUTZ-DC, LTD.
                                        KUTZ-N, LTD.
                                        LUBBOCK MOTORS, LTD.
                                        LUBBOCK MOTORS-F, LTD.
                                        LUBBOCK MOTORS-S, LTD.
                                        LUBBOCK MOTORS-SH, LTD.
                                        LUBBOCK MOTORS-T, LTD.
                                        MAXWELL CHRYSLER DODGE JEEP, LTD.
                                        MAXWELL FORD, LTD.
                                        MAXWELL-G, LTD.
                                        MAXWELL-N, LTD.
                                        MAXWELL-NII, LTD.
                                        MAXWELL-SM, LTD.
                                        MCCALL-H, LTD.
                                        MCCALL-HA, LTD.
                                        MCCALL-N, LTD.
                                        MCCALL-T, LTD.
                                        MCCALL-TII, LTD.
                                        MCCALL-TL, LTD.
                                        PRESTIGE CHRYSLER NORTHWEST, LTD.
                                        PRESTIGE CHRYSLER SOUTH, LTD.
                                        ROCKWALL AUTOMOTIVE-DCD, LTD.
                                        ROCKWALL AUTOMOTIVE-F, LTD.

                                        By: GROUP 1 ASSOCIATES, INC.,
                                            as general partner

                                        By: /s/ Scott L. Thompson
                                            ----------------------------------
                                        Name: Scott L. Thompson
                                        Title: Vice President

                                        GROUP 1 HOLDINGS-DC, L.L.C.
                                        GROUP 1 HOLDINGS-F, L.L.C.
                                        GROUP 1 HOLDINGS-GM, L.L.C.
                                        GROUP 1 HOLDINGS-H, L.L.C.
                                        GROUP 1 HOLDINGS-N, L.L.C.
                                        GROUP 1 HOLDINGS-S, L.L.C.
                                        GROUP 1 HOLDINGS-T, L.L.C.

                                        By: GROUP 1 AUTOMOTIVE, INC.,
                                            as sole member

                                        By: /s/ Scott L. Thompson
                                            ----------------------------------
                                        Name: Scott L. Thompson
                                        Title: Executive Vice President

                                       24

<PAGE>

                                                                  EXECUTION COPY

                                        COURTESY FORD, LLC
                                        GULF BREEZE FORD, LLC
                                        KEY FORD, LLC
                                        KOONS FORD, LLC

                                        By: GROUP 1 FL HOLDINGS, INC.,
                                            as sole member

                                        By: /s/ Scott L. Thompson
                                           ____________________________________
                                        Name: Scott L. Thompson
                                        Title: President

                                        BOHN-DC, LLC

                                        By: BOHN HOLDINGS-DC, INC.,
                                            as sole member

                                        By: /s/ Scott L. Thompson
                                           ____________________________________
                                        Name: Scott L. Thompson
                                        Title: Vice President

                                        BOHN-FII, LLC
                                        BOHN-FIII, LLC
                                        HARVEY FORD, LLC
                                        HARVEY-FLM, LLC

                                        By: BOHN HOLDINGS-F, INC.,
                                            as sole member

                                        By: /s/ Scott L. Thompson
                                           ____________________________________
                                        Name: Scott L. Thompson
                                        Title: Vice President

                                        HARVEY GM, LLC

                                        By: BOHN HOLDINGS-GM, INC.,
                                            as sole member

                                        By: /s/ Scott L. Thompson
                                           ____________________________________
                                        Name: Scott L. Thompson
                                        Title: Vice President

                                        HARVEY SM, LLC

                                        By: BOHN HOLDINGS-S, INC.,
                                            as sole member

                                        By: /s/ Scott L. Thompson
                                           ____________________________________
                                        Name: Scott L. Thompson
                                        Title: Vice President

                                       25

<PAGE>

                                                                  EXECUTION COPY

                                        HARVEY OPERATIONS-T, LLC

                                        By: HARVEY-T, INC.,
                                            as sole member

                                        By: /s/ Scott L. Thompson
                                           ____________________________________
                                        Name: Scott L. Thompson
                                        Title: Vice President

                                        IRA AUTOMOTIVE GROUP, LLC

                                        By: DANVERS-T, INC.,
                                            as sole member

                                        By: /s/ Scott L. Thompson
                                           ____________________________________
                                        Name: Scott L. Thompson
                                        Title: Vice President

                                        GROUP 1 LP INTERESTS-F, INC.
                                        GROUP 1 LP INTERESTS-DC, INC.
                                        GROUP 1 LP INTERESTS-T, INC.
                                        GROUP 1 LP INTERESTS-GM, INC.
                                        GROUP 1 LP INTERESTS-H, INC.
                                        GROUP 1 LP INTERESTS-S, INC.
                                        GROUP 1 LP INTERESTS-N, INC.

                                        By: /s/ Mathew J. Baer
                                           ____________________________________
                                        Name: Mathew J. Baer
                                        Title: President

                                        DELAWARE ACQUISITION-DC, LLC

                                        By: GROUP 1 LP INTERESTS-DC, INC.,
                                            as sole member

                                        By: /s/ Mathew J. Baer
                                           ____________________________________
                                        Name: Mathew J. Baer
                                        Title: President and Secretary

                                        DELAWARE ACQUISITION-F, LLC

                                        By: GROUP 1 LP INTERESTS-F, INC.,
                                            as sole member

                                        By: /s/ Mathew J. Baer
                                           ____________________________________
                                        Name: Mathew J. Baer
                                        Title: President and Secretary

                                        DELAWARE ACQUISITION-GM, LLC

                                       26

<PAGE>

                                                                  EXECUTION COPY

                                        By: GROUP 1 LP INTEREST-GM, INC.,
                                            as sole member

                                        By: /s/ Mathew J. Baer
                                            ____________________________________
                                        Name: Mathew J. Baer
                                        Title: President and Secretary

                                        DELAWARE ACQUISITION-N, LLC

                                        By: GROUP 1 LP INTERESTS-N, INC.
                                            as sole member

                                        By: /s/ Mathew J. Baer
                                           ____________________________________
                                        Name: Mathew J. Baer
                                        Title: President and Secretary

                                        DELAWARE ACQUISITION-T, LLC

                                        By: GROUP 1 LP INTERESTS-T, INC.,
                                            as sole member

                                        By: /s/ Mathew J. Baer
                                           ____________________________________
                                        Name: Mathew J. Baer
                                        Title: President and Secretary

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.

By:      /s/ GOLDMAN, SACHS & CO.
   _______________________________________
           (GOLDMAN, SACHS & CO.)
     On behalf of each of the Purchasers

                                       27

<PAGE>

                                                                  EXECUTION COPY

                                                                       EXHIBIT A

                            Group 1 Automotive, Inc.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Group 1 Automotive, Inc. (the
"Company") 8.25% Senior Subordinated Notes due August 15, 2013 (the
"Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Group 1 Automotive,
Inc., 950 Echo Lane, Suite 100, Houston, Texas 77024, Attention: Chief Financial
Officer, (713) 647-5700.

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

* Not less than 28 calendar days from date of mailing.

<PAGE>

                                                                  EXECUTION COPY

                            Group 1 Automotive, Inc.

                        Notice of Registration Statement

                                       and

                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Group 1 Automotive, Inc.
(the "Company"), the Subsidiary Guarantors (named therein) and the Purchasers
named therein. Pursuant to the Exchange and Registration Rights Agreement, the
Company has filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form [__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 8.25% Senior
Subordinated Notes due August 15, 2013 (the "Securities"). A copy of the
Exchange and Registration Rights Agreement is attached hereto. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

<PAGE>

                                                                  EXECUTION COPY

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.(10)

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

<PAGE>

                                                                  EXECUTION COPY

                                  QUESTIONNAIRE

(1)      (a)      Full Legal Name of Selling Securityholder:
                  ______________________________________________________________

         (b)      Full Legal Name of Registered Holder (if not the same as in
                  (a) above) of Registrable Securities Listed in Item (3) below:
                  ______________________________________________________________

         (c)      Full Legal Name of DTC Participant (if applicable and if not
                  the same as (b) above) Through Which Registrable Securities
                  Listed in Item (3) below are Held:
                  ______________________________________________________________

(2)               Address for Notices to Selling Securityholder:
                           _________________________________________
                           _________________________________________
                           _________________________________________
         Telephone:        _________________________________________
         Fax:              _________________________________________
         Contact Person:_____________________________________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

         (a)      Principal amount of Registrable Securities beneficially
                  owned:_________________________________________________
                  CUSIP No(s). of such Registrable Securities:_______________

         (b)      Principal amount of Securities other than Registrable
                  Securities beneficially owned:
                  ______________________________________________________________
                  CUSIP No(s). of such other Securities:_____________________

         (c)      Principal amount of Registrable Securities which the
                  undersigned wishes to be included in the Shelf Registration
                  Statement:_________________________________________________
                  CUSIP No(s). of such Registrable Securities to be included in
                  the Shelf Registration Statement:__________________________

(4)      Beneficial Ownership of Other Securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

<PAGE>

                                                                  EXECUTION COPY

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

                  (i)      To the Company:

                                        Group 1 Automotive, Inc.
                                        950 Echo Lane, Suite 100
                                        Houston, Texas 77024
                                        Attention: Chief Financial Officer

                                        __________________________________

<PAGE>

                                                                  EXECUTION COPY

                  (ii)     With a copy to:
                                                _________________________
                                                _________________________
                                                _________________________
                                                _________________________
                                                _________________________

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

<PAGE>

                                                                  EXECUTION COPY

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:__________________

         _______________________________________________________________________
         Selling Securityholder
         (Print/type full legal name of beneficial owner of Registrable
         Securities)

         By:____________________________________________________________________
         Name:
         Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                        Group 1 Automotive, Inc.
                                        950 Echo Lane, Suite 100
                                        Houston, Texas 77024
                                        Attention: Chief Financial Officer

<PAGE>

                                                                  EXECUTION COPY

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wells Fargo Bank, N.A.
Group 1 Automotive, Inc.
c/o Wells Fargo Bank Minnesota, N.A., as Trustee
[ADDRESS OF TRUSTEE]

Attention: Trust Officer

         Re:      Group 1 Automotive, Inc. (the "Company")
                  ___% Senior Subordinated Notes due 20__

Dear Sirs:

Please be advised that _____________ has transferred $ ______________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [__] (File No. 333-____) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:
                                        Very truly yours,

                                            ____________________________________
                                            (Name)

                                        By: ____________________________________
                                            (Authorized Signature)