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                                                                  EXECUTION COPY


                                 AMENDMENT NO. 2
                                       to
                           SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT NO. 2 is entered into as of February 2, 2001 by and
among HEAFNER TIRE GROUP, INC., a Delaware corporation, WINSTON TIRE COMPANY, a
California corporation, THE SPEED MERCHANT, INC., a California corporation,
CALIFORNIA TIRE COMPANY, a California corporation (the "Borrowers"), the
financial institutions party from time to time to the Loan Agreement (as
hereinafter defined) (the "Lenders"), and FLEET CAPITAL CORPORATION, a Rhode
Island corporation, as administrative agent (the "Administrative Agent") for the
Lenders.

                              Preliminary Statement

         The Borrowers, the Lenders and the Administrative Agent are parties to
the Second Amended and Restated Loan and Security Agreement dated as of March 6,
2000, as amended by Amendment No. 1 dated as of July 20, 2000 (the "Loan
Agreement"; terms defined therein, unless otherwise defined herein, being used
herein as therein defined). The Borrowers have requested that Section 11.1(b) of
the Loan Agreement (which requires the Borrowers to maintain Collateral
Availability at any time after the Effective Date in an amount equal to or
greater than $15,000,000) be amended as set forth below and the Required Lenders
have agreed so to amend the Loan Agreement, upon and subject to the terms and
conditions of this Amendment.

                             Statement of Agreement

         NOW, THEREFORE, in consideration of the Loan Agreement, the Loans
outstanding thereunder, the mutual covenants set forth therein and herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         Section 1.        Amendment to Loan Agreement. Subject to the
provisions of SECTION 2, the Loan Agreement is hereby amended by

         (a)      amending subsection (b) of Section 11.1 Financial Covenants in
its entirety to read as follows:

                  (b)      Permit Collateral Availability at any time after the
         Effective Date to be less than $15,000,000 (except for the period
         beginning February 5, 2001 through and including February 16, 2001,
         during which Collateral Availability shall not be less than
         $9,000,000).


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         (b)      amending subsection (c) of Section 8.12 Information and
Reports in its entirety to read as follows:

                  (c)      Cash Receipts and Disbursements Forecasts; Borrowing
         Base Certificate. The Borrowers shall deliver to the Administrative
         Agent (i) not less frequently than weekly, as requested by the
         Administrative Agent, the forecasted cash receipts and disbursements,
         in form and substance satisfactory to the Administrative Agent, of
         Heafner and its Subsidiaries, on a consolidated basis, for the
         succeeding 13 weeks, and (ii) on the 20th day of each calendar month,
         subject to the provisions of SECTION 8.12(E), a Borrowing Base
         Certificate prepared as of the last Business Day of the preceding
         Fiscal Month.

         Section 2.        Effectiveness of Amendment. The provisions of SECTION
1 of this Amendment shall become effective as of the date hereof on the date
(the "Amendment Effective Date") on which the Administrative Agent shall have
received (1) an amendment fee, for the Ratable benefit of the Lenders, in the
amount of $100,000, which fee shall not be subject to refund or rebate of any
kind, and (2) the following documents, each of which shall be in form and
substance satisfactory to the Administrative Agent and in sufficient copies for
each Lender:

         (a)      at least seven copies of this Amendment duly executed by the
Borrowers and the Required Lenders; and

         (b)      such other documents and instruments as the Administrative
Agent may reasonably request.

         Section 3.        Representations and Warranties. Each Borrower hereby
makes the following representations and warranties to the Administrative Agent
and the Lenders, which representations and warranties shall survive the delivery
of this Amendment and the making of additional Loans under the Loan Agreement as
amended hereby:

         (a)      Authorization of Agreements. Each Borrower has the right and
power, and has taken all necessary action to authorize it, to execute, deliver
and perform this Amendment and each other agreement contemplated hereby to which
it is a party in accordance with their respective terms. This Amendment and each
other agreement contemplated hereby to which it is a party has been duly
executed and delivered by the duly authorized officers of such Borrower and each
is, or each when executed and delivered in accordance with this Amendment will
be, a legal, valid and binding obligation of such Borrower, enforceable in
accordance with its terms.

         (b)      Compliance of Agreements with Laws. The execution, delivery
and performance of this Amendment and each other agreement contemplated hereby
to which such Borrower is a party in accordance with their respective terms do
not and will not, by the passage of time, the giving of notice or otherwise,

                  (i)      require any Governmental Approval or violate any
         Applicable Law relating to such Borrower or any of its Subsidiaries,


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                  (ii)     conflict with, result in a breach of or constitute a
         default under the articles or certificate of incorporation or by-laws
         or any shareholders' agreement of such Borrower or any of its
         Subsidiaries, any material provisions of any indenture, agreement or
         other instrument to which such Borrower, any of its Subsidiaries or any
         of such Borrower's or such Subsidiaries' property may be bound or any
         Governmental Approval relating to such Borrower or any of its
         Subsidiaries, or

                  (iii)    result in or require the creation or imposition of
         any Lien upon or with respect to any property now owned or hereafter
         acquired by such Borrower other than the Security Interest.

         Section 4.        Effect of Amendment. From and after the Amendment
Effective Date, all references in the Loan Agreement and in any other Loan
Document to "this Agreement," "the Loan Agreement," "hereunder," "hereof" and
words of like import referring to the Loan Agreement, shall mean and be
references to the Loan Agreement as amended by this Amendment. Except as
expressly amended hereby, the Loan Agreement and all terms, conditions and
provisions thereof remain in full force and effect and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Administrative Agent and the Lenders under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

         Section 5.        Engagement of Outside Appraisers. The Borrowers
hereby expressly authorize the Administrative Agent's engagement, at the
Borrowers' expense, of independent experts to perform an appraisal of the
Borrowers' Inventory, which shall be in form, scope and substance satisfactory
to the Administrative Agent, and deliver a written report of such appraisal to
the Lenders and the Administrative Agent.

         Section 6.        Counterpart Execution; Governing Law.

         (a)      Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed signature page of any party hereto by
facsimile transmission shall be as effective as delivery of a manually delivered
counterpart thereof.

         (b)      Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to conflicts of law principles thereof.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.


                                         BORROWERS:

                                         HEAFNER TIRE GROUP, INC.

[CORPORATE SEAL]

Attest:                                  By: /s/ David H. Taylor
                                             ----------------------------------
                                             Name: David H. Taylor
/s/ J. Michael Gaither                       Title: Senior Vice President & CFO
----------------------
[Assistant] Secretary


                                         WINSTON TIRE COMPANY

[CORPORATE SEAL]

Attest:                                  By: /s/ David H. Taylor
                                             ----------------------------------
                                             Name: David H. Taylor
/s/ J. Michael Gaither                       Title: Senior Vice President & CFO
----------------------
[Assistant] Secretary
                                         By: /s/ William E. Berry
                                             ----------------------------------
                                              Name: William E. Berry
                                              Title: Vice President_


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                                         THE SPEED MERCHANT, INC.

[CORPORATE SEAL]

Attest:                                  By: /s/ David H. Taylor
                                             ----------------------------------
                                             Name: David H. Taylor
/s/ J. Michael Gaither                       Title: Senior Vice President & CFO
----------------------
[Assistant] Secretary

                                         By: /s/ William E. Berry
                                             ----------------------------------
                                              Name: William E. Berry
                                              Title: Vice President


                                         CALIFORNIA TIRE COMPANY

[CORPORATE SEAL]

Attest:                                  By: /s/ David H. Taylor
                                             ----------------------------------
                                             Name: David H. Taylor
/s/ J. Michael Gaither                       Title: Senior Vice President & CFO
----------------------
[Assistant] Secretary

                                         By: /s/ William E. Berry
                                             ----------------------------------
                                              Name: William E. Berry
                                              Title: Vice President


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                                         FLEET CAPITAL CORPORATION, as
                                         Administrative Agent and as a Lender

                                         By: /s/ Stephen Y. McGehee
                                             ----------------------------------
                                               Stephen Y. McGehee
                                               Senior Vice President


                                         BANK OF AMERICA, N.A., as
                                         Syndication Agent and as a Lender

                                         By: /s/ Robert J. Walker
                                             ----------------------------------
                                              Name: Robert J. Walker
                                              Title: Senior Vice President


                                         FIRST UNION NATIONAL BANK, as
                                         Documentation Agent and as a Lender

                                         By: /s/ John T. Trainor
                                             ----------------------------------
                                              Name: John T. Trainor
                                              Title: Vice President_


                                         MELLON BANK, N.A., as a Lender

                                         By: /s/ Steve Janson
                                             ----------------------------------
                                              Name: Steve Janson
                                              Title: Vice President


                                         PNC BANK, NATIONAL ASSOCIATION, as a
                                         Lender

                                         By: /s/ John Speiser
                                             ----------------------------------
                                              Name: John Speiser
                                              Title: Vice President


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                                      GUARANTORS:

                                      Acknowledged and consented to this 2 day
                                      of February 2001:

                                      T.O. HAAS TIRE COMPANY, INC.

                                      By: /s/ J. Michael Gaither
                                           ----------------------------------
                                            Name: J. Michael Gaither
                                            Title: Vice President

                                      T.O. HAAS HOLDING CO., INC.

                                      By: /s/ J. Michael Gaither
                                           ----------------------------------
                                            Name: J. Michael Gaither
                                            Title: Vice President

                                      HAAS INVESTMENT COMPANY

                                      By: /s/ J. Michael Gaither
                                           ----------------------------------
                                            Name: J. Michael Gaither
                                            Title: Vice President


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