<PAGE>
                                                                   Exhibit 4.10

         SONIC AUTOMOTIVE, INC. (A Delaware Corporation), as Issuer,

                AUTOBAHN, INC. (a California corporation),
        CAPITOL CHEVROLET AND IMPORTS, INC. (an Alabama corporation),
            COBB PONTIAC CADILLAC, INC. (an Alabama corporation),
             FA SERVICE CORPORATION (a California corporation),
              FAA AUTO FACTORY, INC. (a California corporation),
              FAA BEVERLY HILLS, INC. (a California corporation),
                FAA CAPITOL F, INC. (a California corporation),
                FAA CAPITOL N, INC. (a California corporation),
                FAA CONCORD H, INC. (a California corporation),
                FAA CONCORD N, INC. (a California corporation),
                FAA CONCORD T, INC. (a California corporation),
                 FAA DUBLIN N, INC. (a California corporation),
                FAA DUBLIN VWD, INC. (a California corporation),
                   FAA HOLDING CORP. (a California corporation),
                   FAA LAS VEGAS H, INC. (a Nevada corporation),
                   FAA MARIN D, INC. (a California corporation),
                   FAA MARIN F, INC. (a California corporation),
                  FAA MARIN LR, INC. (a California corporation),
                   FAA POWAY D, INC. (a California corporation),
                   FAA POWAY G, INC. (a California corporation),
                   FAA POWAY H, INC. (a California corporation),
                   FAA POWAY T, INC. (a California corporation),
                 FAA SAN BRUNO, INC. (a California corporation),
               FAA SANTA MONICA V, INC. (a California corporation),
                FAA SERRAMONTE H, INC. (a California corporation),
                FAA SERRAMONTE L, INC. (a California corporation),
                 FAA SERRAMONTE, INC. (a California corporation),
                FAA STEVENS CREEK, INC. (a California corporation),
                FAA TORRANCE CPJ, INC. (a California corporation),
              FIRSTAMERICA AUTOMOTIVE, INC. (a Delaware corporation),
      FORT MILL CHRYSLER-PLYMOUTH-DODGE INC. (a South Carolina corporation),
               FORT MILL FORD, INC. (a South Carolina corporation),
                FRANCISCAN MOTORS, INC. (a California corporation),
                    FREEDOM FORD, INC. (a Florida corporation),
        FRONTIER OLDSMOBILE-CADILLAC, INC. (a North Carolina corporation),
               HMC FINANCE ALABAMA, INC. (an Alabama corporation),
              KRAMER MOTORS INCORPORATED (a California corporation),
    LAWRENCE MARSHALL CHEVROLET, LLC (a Delaware limited liability company),
       LAWRENCE MARSHALL CHEVROLET, L.P. (a Texas limited partnership),
                 L DEALERSHIP GROUP, INC. (a Texas corporation),
           MARCUS DAVID CORPORATION (a North Carolina corporation),
               PHILPOTT MOTORS, LTD. (a Texas limited partnership),
                RIVERSIDE NISSAN, INC. (an Oklahoma corporation),
               ROYAL MOTOR COMPANY, INC. (an Alabama corporation),
          SANTA CLARA IMPORTED CARS, INC. (a California corporation),
                SMART NISSAN, INC. (a California corporation),
           SONIC AUTOMOTIVE - BONDESEN, INC. (a Florida corporation),
SONIC AUTOMOTIVE OF CHATTANOOGA, LLC (a Tennessee limited liability company),
            SONIC AUTOMOTIVE-CLEARWATER, INC. (a Florida corporation),
SONIC AUTOMOTIVE COLLISION CENTER OF CLEARWATER, INC. (a Florida corporation),
        SONIC AUTOMOTIVE F&I, LLC (a Nevada limited liability company),
            SONIC AUTOMOTIVE OF GEORGIA, INC. (a Georgia corporation),
SONIC AUTOMOTIVE OF NASHVILLE, LLC (a Tennessee limited liability company),
             SONIC AUTOMOTIVE OF NEVADA, INC. (a Nevada corporation),

<PAGE>

 SONIC AUTOMOTIVE SERVICING COMPANY, LLC (a Nevada limited liability company),
      SONIC AUTOMOTIVE OF TENNESSEE, INC. (a Tennessee corporation),
      SONIC AUTOMOTIVE OF TEXAS, L.P. (a Texas limited partnership),
     SONIC AUTOMOTIVE WEST, LLC (a Nevada limited liability company),
 SONIC AUTOMOTIVE - 1307 N. DIXIE HWY., NSB, INC. (a Florida corporation),
SONIC AUTOMOTIVE-1400 AUTOMALL DRIVE, COLUMBUS, INC. (an Ohio corporation),
SONIC AUTOMOTIVE-1455 AUTOMALL DRIVE, COLUMBUS, INC. (an Ohio corporation),
SONIC AUTOMOTIVE-1495 AUTOMALL DRIVE, COLUMBUS, INC. (an Ohio corporation),
SONIC AUTOMOTIVE-1500 AUTOMALL DRIVE, COLUMBUS, INC. (an Ohio corporation),
   SONIC AUTOMOTIVE - 1720 MASON AVE., DB, INC. (a Florida corporation),
SONIC AUTOMOTIVE - 1720 MASON AVE., DB,LLC(a Florida limited liability company),
 SONIC AUTOMOTIVE - 1919 N. DIXIE HWY., NSB, INC. (a Florida corporation),
    SONIC AUTOMOTIVE - 21699 U.S. HWY 19 N., INC. (a Florida corporation),
  SONIC AUTOMOTIVE - 241 RIDGEWOOD AVE., HH, INC. (a Florida corporation),
SONIC AUTOMOTIVE 2424 LAURENS RD.,GREENVILLE,INC.(a South Carolina corporation),
                 SONIC AUTOMOTIVE - 2490 SOUTH LEE HIGHWAY, LLC
                    (a Tennessee limited liability company),
SONIC AUTOMOTIVE 2752 LAURENS RD.,GREENVILLE, INC.(a South Carolina corporation)
    SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P. (a Texas limited partnership),
SONIC AUTOMOTIVE-3700 WEST BROAD STREET, COLUMBUS, INC. (an Ohio corporation),
   SONIC AUTOMOTIVE - 3741 S. NOVA RD., PO, INC. (a Florida corporation),
SONIC AUTOMOTIVE-4000 WEST BROAD STREET, COLUMBUS, INC. (an Ohio corporation),
  SONIC AUTOMOTIVE - 4701 I-10 EAST, TX, L.P. (a Texas limited partnership),
  SONIC AUTOMOTIVE - 5221 I-10 EAST, TX, L.P. (a Texas limited partnership),
              SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD.,LLC
                     (a Georgia limited liability company),
              SONIC AUTOMOTIVE-5585 PEACHTREE INDUSTRIAL BLVD., LLC
                     (a Georgia limited liability company),
    SONIC AUTOMOTIVE - 6008 N. DALE MABRY, FL, INC. (a Florida corporation),
                 SONIC AUTOMOTIVE - 6025 INTERNATIONAL DRIVE,LLC
                    (a Tennessee limited liability company),
                SONIC AUTOMOTIVE - 9103 E. INDEPENDENCE, NC, LLC
                 (a North Carolina limited liability company),
            SONIC - BETHANY H, INC. (an Oklahoma corporation),
SONIC-2185 CHAPMAN RD.,CHATTANOOGA, LLC(a Tennessee limited liability company),
          SONIC - BUENA PARK H, INC. (a California corporation),
          SONIC - CAMP FORD, L.P. (a Texas limited partnership),
          SONIC - CAPITAL CHEVROLET, INC. (an Ohio corporation),
        SONIC - CARROLLTON V, L.P. (a Texas limited partnership),
SONIC CHRYSLER-PLYMOUTH-JEEP, LLC (a North Carolina limited liability company),
          SONIC - CLASSIC DODGE, INC. (an Alabama corporation),
         SONIC - COAST CADILLAC, INC. (a California corporation),
             SONIC DODGE, LLC (a North Carolina limited liability company),
SONIC DEVELOPMENT, LLC (a North Carolina limited liability company),
     SONIC - FM AUTOMOTIVE, LLC (a Florida limited liability company),
             SONIC - FM , INC. (a Florida corporation),
           SONIC - FM NISSAN, INC. (a Florida corporation),
             SONIC - FM VW, INC. (a Florida corporation),
      SONIC - FORT WORTH T, L.P. (a Texas limited partnership),
             SONIC - FREELAND, INC. (a Florida corporation),
     SONIC - GLOBAL IMPORTS, L.P. (a Georgia limited partnership),
            SONIC-GLOVER, INC. (an Oklahoma corporation),
       SONIC - HARBOR CITY H, INC. (a California corporation),
       SONIC - HOUSTON V, L.P. (a Texas limited partnership),
  SONIC - INTEGRITY DODGE LV, LLC (a Nevada limited liability company),
SONIC - LAS VEGAS C EAST, LLC (a Nevada limited liability company),
SONIC - LAS VEGAS C WEST, LLC (a Nevada limited liability company),
           SONIC - LLOYD NISSAN, INC. (a Florida corporation),
    SONIC - LLOYD PONTIAC - CADILLAC, INC. (a Florida corporation),
          SONIC - LUTE RILEY, L. P. (a Texas limited partnership),
         SONIC - MANHATTAN FAIRFAX, INC. (a Virginia corporation),

<PAGE>

            SONIC - MANHATTAN WALDORF, INC. (a Maryland corporation),
              SONIC-MONTGOMERY FLM, INC. (an Alabama corporation),
      SONIC - NEWSOME CHEVROLET WORLD, INC. (a South Carolina corporation),
        SONIC - NEWSOME OF FLORENCE, INC. (a South Carolina corporation),
         SONIC - NORTH CHARLESTON, INC. (a South Carolina corporation),
      SONIC - NORTH CHARLESTON DODGE, INC. (a South Carolina corporation),
            SONIC - PARK PLACE A, L.P. (a Texas limited partnership)
                   (formerly Sonic-Dallas Auto Factory, L.P.),
     SONIC PEACHTREE INDUSTRIAL BLVD., L.P. (a Georgia limited partnership),
              SONIC - READING, L.P. (a Texas limited partnership),
                  SONIC RESOURCES, INC. (a Nevada corporation),
            SONIC - RICHARDSON F, L.P. (a Texas limited partnership),
                SONIC-RIVERSIDE, INC. (an Oklahoma corporation),
         SONIC - RIVERSIDE AUTO FACTORY, INC. (an Oklahoma corporation),
            SONIC - ROCKVILLE IMPORTS, INC. (a Maryland corporation),
            SONIC - ROCKVILLE MOTORS, INC. (a Maryland corporation),
          SONIC - SAM WHITE NISSAN, L.P. (a Texas limited partnership),
               SONIC - SHOTTENKIRK, INC. (a Florida corporation),
            SONIC - STEVENS CREEK B, INC. (a California corporation)
               (formerly known as Don Lucas International, Inc.),
    SONIC - SUPERIOR OLDSMOBILE, LLC (a Tennessee limited liability company)
                   SONIC OF TEXAS, INC. (a Texas corporation),
            SONIC-VOLVO LV, LLC (a Nevada limited liability company),
             SONIC - WEST COVINA T, INC. (a California corporation),
          SONIC - WEST RENO CHEVROLET, INC. (an Oklahoma corporation),
             SONIC - WILLIAMS BUICK, INC. (an Alabama corporation),
            SONIC - WILLIAMS CADILLAC, INC. (an Alabama corporation),
            SONIC - WILLIAMS IMPORTS, INC. (an Alabama corporation),
      SONIC - WILLIAMS MOTORS, LLC (an Alabama limited liability company),
               SPEEDWAY CHEVROLET, INC. (an Oklahoma corporation),
          SRE ALABAMA - 2, LLC (an Alabama limited liability company),
          SRE ALABAMA - 3, LLC (an Alabama limited liability company),
      SREALESTATE ARIZONA - 1, LLC (an Arizona limited liability company),
      SREALESTATE ARIZONA - 2, LLC (an Arizona limited liability company),
      SREALESTATE ARIZONA - 3, LLC (an Arizona limited liability company),
      SREALESTATE ARIZONA - 4, LLC (an Arizona limited liability company),
           SRE FLORIDA - 1, LLC (a Florida limited liability company),
          SRE FLORIDA - 2, LLC (a Florida limited liability company),
          SRE FLORIDA - 3, LLC (a Florida limited liability company),
        SRE GEORGIA - 1, L.P. (a Georgia limited liability partnership),
        SRE GEORGIA - 2, L.P. (a Georgia limited liability partnership),
        SRE GEORGIA - 3, L.P. (a Georgia limited liability partnership),
          SREHOLDING, LLC (a North Carolina limited liability company),
            SRE NEVADA - 1, LLC (a Nevada limited liability company),
           SRE NEVADA - 2, LLC (a Nevada limited liability company),
            SRE NEVADA - 3, LLC (a Nevada limited liability company),
   SRE SOUTH CAROLINA - 2, LLC (a South Carolina limited liability company),
         SRE TENNESSEE - 1, LLC (a Tennessee limited liability company),
        SRE TENNESSEE - 2, LLC (a Tennessee limited liability company),
        SRE TENNESSEE - 3, LLC (a Tennessee limited liability company),
               SRE TEXAS - 1, L.P. (a Texas limited partnership),
               SRE TEXAS - 2, L.P. (a Texas limited partnership),
               SRE TEXAS - 3, L.P. (a Texas limited partnership),
          SRE VIRGINIA - 1, LLC (a Virginia limited liability company),
            STEVENS CREEK CADILLAC, INC. (a California corporation),
               TRANSCAR LEASING, INC. (a California corporation),
                  TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP, LLC
                    (a Tennessee limited liability company),
           TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP OF ROCK HILL, INC.
                         (a South Carolina corporation),

<PAGE>

TOWN AND COUNTRY DODGE OF CHATTANOOGA,LLC(a Tennessee limited liability company)
       TOWN AND COUNTRY FORD, INCORPORATED (a North Carolina corporation),
 TOWN AND COUNTRY FORD OF CLEVELAND,LLC (a Tennessee limited liability company),
      TOWN AND COUNTRY JAGUAR,LLC (a Tennessee limited liability company),
            VILLAGE IMPORTED CARS, INC. (a Maryland corporation), and
              WINDWARD, INC. (a Hawaii corporation) as Guarantors,

                                       and

                U.S. Bank Trust National Association, as Trustee

                                    ----------
                                    INDENTURE

                          Dated as of November 19, 2001
                                    ----------

                     11% Senior Subordinated Notes due 2008

<PAGE>


                      Reconciliation and tie between Trust
                             Indenture Act of 1939,
            as amended, and Indenture, dated as of November 19, 2001

    Trust Indenture                                       Indenture
      Act Section                                          Section
    ---------------                                       ---------

ss.310        (a)(1) ....................................... 609
              (a)(2) ....................................... 609
              (b) .......................................... 608, 610
ss.311        (a) .......................................... 613
ss.312        (a) .......................................... 701
              (b) .......................................... 702
              (c) .......................................... 702
ss.313        (a) .......................................... 703
              (b)(2) ....................................... 703
              (c) .......................................... 703, 704
ss.314        (a) .......................................... 704
              (a)(4) ....................................... 1018
              (c)(1) ....................................... 103
              (c)(2) ....................................... 103
              (e) .......................................... 103
ss.315        (a) .......................................... 601(b)
              (b) .......................................... 602
              (c) .......................................... 601(a)
              (d) .......................................... 601(c), 603
              (e) .......................................... 514
ss.316        (a)(last sentence) ........................... 101 ("Outstanding")
              (a)(1)(A) .................................... 512
              (a)(1)(B) .................................... 513
              (b) .......................................... 508
              (c) .......................................... 105(e)
ss.317        (a)(1) ....................................... 503(b)
              (a)(2) ....................................... 504
              (b) .......................................... 1003
ss.318        (a) .......................................... 108




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

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
      a part of this Indenture.


                                      -1-

<PAGE>
                               TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----
PARTIES ...............................................................   1

RECITALS ..............................................................   1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ...   2
 Section 101.  Definitons .............................................   2
               ----------
              "Acquired Indebtedness" .................................   2
              "Affiliate" .............................................   2
              "Applicable Procedures" .................................   3
              "Asset Sale" ............................................   3
              "Average Life to Stated Maturity" .......................   3
              "B Indenture" ...........................................   4
              "Bankruptcy Law" ........................................   4
              "Board of Directors".....................................   4
              "Board Resolution" ......................................   4
              "Book-Entry Security" ...................................   4
              "Business Day" ..........................................   4
              "Capital Lease Obligation" ..............................   5
              "Capital Stock" .........................................   5
              "Cash Equivalents" ......................................   5
              "Change of Control" .....................................   5
              "Class A Common Stock" ..................................   6
              "Clearstream" ...........................................   6
              "Code" ..................................................   7
              "Commission" ............................................   7
              "Commodity Price Protection Agreement" ..................   7
              "Company" ...............................................   7
              "Company Request" or "Company Order" ....................   7
              "Consolidated Fixed Charge Coverage Ratio" ..............   7
              "Consolidated Income Tax Expense" .......................   8
              "Consolidated Interest Expense"..........................   8
              "Consolidated Net Income (Loss)" ........................   9
              "Consolidated Non-cash Charges" .........................   9
              "Consolidated Tangible Assets" ..........................  10
              "Consolidation" .........................................  10
              "Corporate Trust Office" ................................  10
              "Currency Hedging Agreements" ...........................  10
              "Default" ...............................................  10
              "Depositary" ............................................  10
              "Designated Senior Indebtedness" ........................  10
              "Disinterested Director" ................................  11
              "Euroclear" .............................................  11

                                      -i-

<PAGE>
                                                                         PAGE
                                                                         ----
"Event of Default" .....................................................  11
"Exchange Act" .........................................................  11
"Exchange Offer" .......................................................  11
"Exchange Offer Registration Statement" ................................  11
"Fair Market Value" ....................................................  11
"Floor Plan Facility" ..................................................  12
"Generally Accepted Accounting Principles" or
"GAAP" .................................................................  12
"Global Securities" ..................................................... 12
"Guarantee" ............................................................  12
"Guaranteed Debt" ......................................................  12
"Guarantor" ............................................................  13
"Holder" ...............................................................  13
"Indebtedness" .........................................................  13
"Indenture" ............................................................  14
"Indenture Obligations" ................................................  14
"Initial Purchasers" .................................................... 14
"Interest Payment Date" ................................................. 14
"Interest Rate Agreements" .............................................. 14
"Inventory Facility" ...................................................  14
"Investment" ...........................................................  15
"Issue Date" ...........................................................  15
"Lien" .................................................................  15
"Manufacturer" .........................................................  15
"Maturity" .............................................................  15
"Moody's" ..............................................................  16
"Net Cash Proceeds" ....................................................  16
"Non-U.S. Person" ......................................................  16
"Officers' Certificate" ................................................  17
"Opinion of Counsel" ...................................................  17
"Opinion of Independent Counsel" .......................................  17
"Outstanding" ..........................................................  17
"Pari Passu Indebtedness" ..............................................  18
"Paying Agent" .........................................................  18
"Permitted Holders" ....................................................  18
"Permitted Investment" .................................................  19
"Person" ...............................................................  19
"Predecessor Security" .................................................  19
"Preferred Stock" ......................................................  20
"Prospectus" ...........................................................  20
"Purchase Money Obligation" ............................................  20
"QIB" ..................................................................  21
"Qualified Capital Stock" ..............................................  21
"Redeemable Capital Stock" .............................................  21
"Redeemable Date" ......................................................  21
"Redeemable Price" .....................................................  21
"Registration Rights Agreement" ........................................  21


                                      -ii-

<PAGE>
                                                                           PAGE
                                                                           ----

"Registration Statement" ................................................  21
"Regular Record Date" ...................................................  22
"Regulation S" ..........................................................  22
"Regulation S Global Securities" ........................................  22
"Responsible Officer" ...................................................  22
"Replacement Assets" ....................................................  22
"Restricted Subsidiary" .................................................  22
"Revolving Facility" ....................................................  22
"Rule 144A" .............................................................  23
"Rule 144A Global Securities" ...........................................  23
"S&P" ...................................................................  23
"Securities Act" ........................................................  23
"Senior Guarantor Indebtedness" .........................................  23
"Senior Indebtedness" ...................................................  24
"Senior Representative" .................................................  24
"Series D Global Securities" ............................................  25
"Shelf Registration Statement" ..........................................  25
"Significant Restricted Subsidiary" .....................................  25
"Smith Subordinated Loan" ...............................................  25
"Special Record Date" ...................................................  25
"Stated Maturity" .......................................................  25
"Subordinated Indebtedness" .............................................  26
"Subsidiary" ............................................................  26
"Successor Security" ....................................................  26
"Temporary Cash Investments" ............................................  26
"Trustee" ...............................................................  27
"Trust Indenture Act" ...................................................  27
"Unrestricted Subsidiary" ...............................................  27
"Unrestricted Subsidiary Indebtedness" ..................................  27
"Voting Stock" ..........................................................  27
"Wholly Owned Restricted Subsidiary" ....................................  28
Section 102.  Other Definitions .........................................  28
Section 103.  Compliance Certificates and Opinions ......................  29
Section 104.  Form of Documents Delivered to Trustee ....................  29
Section 105.  Acts of Holders ...........................................  30
Section 106.  Notices, etc., to the Trustee, the Company
 and any Guarantor ......................................................  32
Section 107.  Notice to Holders; Waiver .................................. 32
Section 108.  Conflict with Trust Indenture Act .......................... 33
Section 109.  Effect of Headings and Table of Contents ................... 33
Section 110.  Successors and Assigns ..................................... 33
Section 111.  Separability Clause ........................................ 33
Section 112.  Benefits of Indenture ...................................... 33

SECTION 113. GOVERNING LAW. .............................................. 34
Section 114.  Legal Holidays ............................................. 34
Section 115.  Independence of Covenants .................................. 34

                                     -iii-

<PAGE>
                                                                        PAGE
                                                                        ----
    Section 116.  Schedules and Exhibits .................................  34
    Section 117.  Counterparts ...........................................  34

ARTICLE TWO SECURITY FORMS ...............................................  35
    Section 201.  Forms Generally ........................................  35
    Section 202.  Form of Face of Security ...............................  36
    Section 203.  Form of Reverse of Securities ..........................  49
    Section 204.  Form of Guarantee ......................................  56

ARTICLE THREE THE SECURITIES .............................................  60
    Section 301.  Title and Terms ........................................  60
    Section 302.  Denominations ..........................................  61
    Section 303.  Execution, Authentication, Delivery and Dating .........  61
    Section 304.  Temporary Securities ....................................  63
    Section 305.  Registration, Registration of Transfer and Exchange ....  63
    Section 306.  Book Entry Provisions for Global Securities ............  65
    Section 307.  Special Transfer and Exchange Provisions ...............  67
    Section 308.  Mutilated, Destroyed, Lost or Stolen Securities .........  70
    Section 309.  Payment of Interest; Interest Rights Preserved .........  70
    Section 310.  CUSIP Numbers ..........................................  72
    Section 311.  Persons Deemed Owners ..................................  72
    Section 312.  Cancellation ...........................................  72
    Section 313.  Computation of Interest ................................  73

ARTICLE FOUR DEFEASANCE AND COVENANT DEFEASANCE ..........................  73
    Section 401.  Company's Option to Effect Defeasance or
      Covenant Defeasance ................................................  73
    Section 402.  Defeasance and Discharge ...............................  73
    Section 403.  Covenant Defeasance ....................................  74
    Section 404.  Conditions to Defeasance or Covenant Defeasance ........  74
    Section 405.  Deposited Money and U.S. Government Obligations
      to Be Held in Trust; Other Miscellaneous Provisions ................  76
    Section 406.  Reinstatement ..........................................  77

ARTICLE FIVE REMEDIES ...................................................  78
    Section 501.  Events of Default ......................................  78
    Section 502.  Acceleration of Maturity; Rescission and Annulment .....  80
    Section 503.  Collection of Indebtedness and Suits for
      Enforcement by Trustee .............................................  81
    Section 504.  Trustee May File Proofs of Claim .......................  82
    Section 505.  Trustee May Enforce Claims without Possession
      of Securities ......................................................  83
    Section 506.  Application of Money Collected .........................  83
    Section 507.  Limitation on Suits ....................................  83
    Section 508.  Unconditional Right of Holders to Receive
      Principal, Premium and Interest ....................................  84
    Section 509.  Restoration of Rights and Remedies .....................  84
    Section 510.  Rights and Remedies Cumulative .........................  85
    Section 511.  Delay or Omission Not Waiver ...........................  85
    Section 512.  Control by Holders .....................................  85



                                   -iv-

<PAGE>

                                                                         PAGE
                                                                         ----

    Section 513.  Waiver of Past Defaults ................................  85
    Section 514.  Undertaking for Costs ..................................  86
    Section 515.  Waiver of Stay, Extension or Usury Laws ................  86
    Section 516.  Remedies Subject to Applicable Law .....................  87

ARTICLE SIX THE TRUSTEE ..................................................  87
    Section 601.  Duties of Trustee ......................................  87
    Section 602.  Notice of Defaults .....................................  88
    Section 603.  Certain Rights of Trustee ..............................  88
    Section 604.  Trustee Not Responsible for Recitals, Dispositions
      of Securities or Application of Proceeds Thereof ...................  90
    Section 605.  Trustee and Agents May Hold Securities;
      Collections; etc. ..................................................  90
    Section 606.  Money Held in Trust ....................................  91
    Section 607.  Compensation and Indemnification of Trustee and Its
      Prior Claim ........................................................  91
    Section 608.  Conflicting Interests ..................................  92
    Section 609.  Trustee Eligibility ....................................  92
    Section 610.  Resignation and Removal; Appointment of Successor
      Trustee ............................................................  92
    Section 611.  Acceptance of Appointment by Successor .................  94
    Section 612.  Merger, Conversion, Consolidation or Succession to
      Business ...........................................................  95
    Section 613.  Preferential Collection of Claims Against Company ......  95

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ..........  96
    Section 701.  Company to Furnish Trustee Names and Addresses of
      Holders ............................................................  96
    Section 702.  Disclosure of Names and Addresses of Holders ...........  96
    Section 703.  Reports by Trustee .....................................  96
    Section 704.  Reports by Company and Guarantors ......................  97

ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE OF ASSETS .....................  98
    Section 801.  Company and Guarantors May Consolidate, etc., Only
      on Certain Terms ...................................................  98
    Section 802.  Successor Substituted .................................. 100

ARTICLE NINE  SUPPLEMENTAL INDENTURES .................................... 101
    Section 901.  Supplemental Indentures and Agreements without
      Consent of Holders ................................................. 101
    Section 902.  Supplemental Indentures and Agreements with Consent
      of Holders ......................................................... 102
    Section 903.  Execution of Supplemental Indentures and Agreements .... 103
    Section 904.  Effect of Supplemental Indentures ...................... 104
    Section 905.  Conformity with Trust Indenture Act .................... 104
    Section 906.  Reference in Securities to Supplemental Indentures ....  104
    Section 907.  Notice of Supplemental Indentures ...................... 104


                                      -v-

<PAGE>


                                                                         PAGE
                                                                         ----
ARTICLE TEN COVENANTS....................................................104
Section 1001.    Payment of Principal, Premium and Interest..............104
Section 1002.    Maintenance of Office or Agency.........................105
Section 1003.    Money for Security Payments to Be Held in Trust.........105
Section 1004.    Corporate Existence.....................................107
Section 1005.    Payment of Taxes and Other Claims.......................107
Section 1006.    Maintenance of Properties...............................107
Section 1007.    Maintenance of Insurance................................108
Section 1008.    Limitation on Indebtedness..............................108
Section 1009.    Limitation on Restricted Payments.......................111
Section 1010.    Limitation on Transactions with Affiliates..............115
Section 1011.    Limitation on Liens.....................................116
Section 1012.    Limitation on Sale of Assets............................117
Section 1013.    Limitation on Issuances of Guarantees of and Pledges
                  for Indebtedness.......................................122
Section 1014.    Purchase of Securities upon a Change of Control.........123
Section 1015.    Limitation on Subsidiary Preferred Stock................127
Section 1016.    Limitation on Dividends and Other Payment Restrictions
                  Affecting Subsidairies.................................127
Section 1017.    Limitation on Senior Subordinated Indebtedness..........128
Section 1018.    Limitations on Unrestricted Subsidiaries................128
Section 1019.    Provision of Financial Statements.......................130
Section 1020.    Statement by Officers as to Default.....................131
Section 1021.    Waiver of Certain Covenants.............................131

ARTICLE ELEVEN REDEMPTION OF SECURITIES..................................132
Section 1101.    Rights of Redemption....................................132
Section 1102.    Applicability of Article................................132
Section 1103.    Election to Redeem; Notice to Trustee...................132
Section 1104.    Selection by Trustee of Securities to Be Redeemed.......132
Section 1105.    Notice of Redemption....................................133
Section 1106.    Deposit of Redemption Price.............................134
Section 1107.    Securities Payable on Redemption Date...................134
Section 1108.    Securities Redeemed or Purchased in Part................134

ARTICLE TWELVE SATISFACTION AND DISCHARGE................................135
Section 1201.    Satisfaction and Discharge of Indenture.................135
Section 1202.    Application of Trust Money..............................136

ARTICLE THIRTEEN GUARANTEES..............................................136
Section 1301.    Guarantors' Guarantee...................................136
Section 1302.    Continuing Guarantee; No Right of Set-Off; Independent
                  Obligation.............................................137
Section 1303.    Guarantee Absolute......................................138
Section 1304.    Right to Demand Full Performance........................141
Section 1305.    Waivers.................................................141
Section 1306.    The Guarantors Remain Obligated in Event the Company
                  Is No Longer Obligated to Discharge Indenture
                  Obligations............................................142
Section 1307.    Fraudulent Conveyance; Contribution; Subrogation........142

                                  -vi-

<PAGE>

                                                                         PAGE
                                                                         ----

Section 1308.    Guarantee Is in Addition to Other Security...............143
Section 1309.    Release of Security Interests............................143
Section 1310.    No Bar to Further Actions................................143
Section 1311.    Failure to Exercise Rights Shall Not Operate as a
                  Waiver; No Suspension of Remedies.......................144
Section 1312.    Trustee's Duties; Notice to Trustee......................144
Section 1313.    Successors and Assigns...................................144
Section 1314.    Release of Guarantee.....................................145
Section 1315.    Execution of Guarantee...................................145

ARTICLE FOURTEEN SUBORDINATION OF SECURITIES..............................146
Section 1401.    Securities Subordinate to Senior Indebtedness............146
Section 1402.    Payment Over of Proceeds Upon Dissolution, etc...........146
Section 1403.    Suspension of Payment When Designated Senior
                  Indebtedness in Default.................................148
Section 1404.    Payment Permitted if No Default..........................149
Section 1405.    Subrogation to Rights of Holders of Senior Indebtedness..149
Section 1406.    Provisions Solely to Define Relative Rights..............150
Section 1407.    Trustee to Effectuate Subordination......................150
Section 1408.    No Waiver of Subordination Provisions....................151
Section 1409.    Notice to Trustee........................................151
Section 1410.    Reliance on Judicial Orders or Certificates..............152
Section 1411.    Rights of Trustee as a Holder of Senior Indebtedness;
                  Preservation of Trustee's Rights........................153
Section 1412.    Article Applicable to Paying Agents......................153
Section 1413.    No Suspension of Remedies................................153
Section 1414.    Trustee's Relation to Senior Indebtedness................153

TESTIMONIUM

SIGNATURES AND SEALS

ACKNOWLEDGMENTS

ANNEX A         Form of Intercompany Note

SCHEDULE I      Existing Indebtedness

EXHIBIT A       Regulation S Certificate

EXHIBIT B       Restricted Security Certificate

EXHIBIT C       Unrestricted Security Certificate

APPENDIX I      Form of Transferee Certificate for Series C Securities

APPENDIX II     Form of Transferee Certificate for Series D Securities

                                      -vii-

<PAGE>

     INDENTURE, dated as of November 19, 2001, between Sonic Automotive, Inc., a
Delaware corporation (the "Company"), the guarantors set forth on the signature
pages hereto (each a "Guarantor" and collectively, the "Guarantors") and U.S.
Bank Trust National Association, as Trustee (the "Trustee").

                RECITALS OF THE COMPANY AND THE GUARANTORS

     The Company has duly authorized the creation of an issue of (i) 11% Senior
Subordinated Notes due 2008, Series C (the "Series C Securities") and (ii) 11%
Senior Subordinated Notes due 2008, Series D (the "Series D Securities" and,
together with the Series C Securities, the "Securities") of substantially the
tenor and amount hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture and the Securities;

     Each Guarantor has duly authorized the issuance of a Guarantee of the
Securities, of substantially the tenor hereinafter set forth, and to provide
therefor, each Guarantor has duly authorized the execution and delivery of this
Indenture and its Guarantee;

     This Indenture is subject to, and shall be governed by, the provisions of
the Trust Indenture Act that are required to be part of and to govern indentures
qualified under the Trust Indenture Act;

     All acts and things necessary have been done to make (i) the Securities,
when duly issued and executed by the Company and authenticated and delivered
hereunder, the valid obligations of the Company, (ii) the Guarantees, when
executed by each of the Guarantors and delivered hereunder, the valid obligation
of each of the Guarantors and (iii) this Indenture a valid agreement of the
Company and each of the Guarantors in accordance with the terms of this
Indenture;

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                      -1-

<PAGE>

                                   ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

           Section 101.      Definitions.
                             -----------

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (a) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular;

                  (b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

                  (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

                  (d) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision;

                  (e) all references to $, US$, dollars or United States dollars
shall refer to the lawful currency of the United States of America; and

                  (f) all references herein to particular Sections or Articles
refer to this Indenture unless otherwise so indicated.

                  Certain terms used principally in Article Four are defined in
Article Four.

                  "Acquired Indebtedness" means Indebtedness of a Person (i)
existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case,
other than Indebtedness incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary or such acquisition, as the case
may be. Acquired Indebtedness shall be deemed to be incurred on the date of the
related acquisition of assets from any Person or the date the acquired Person
becomes a Restricted Subsidiary, as the case may be.

                  "Affiliate" means, with respect to any specified Person: (i)
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person; (ii) any other
Person that owns, directly or indirectly, 5% or more of such specified Person's
Capital Stock or any officer or director of any such specified Person or other
Person or, with respect to any natural Person, any person having a relationship
with such Person by blood, marriage or adoption not more remote

                                      -2-

<PAGE>

than first cousin; or (iii) any other Person 5% or more of the Voting Stock of
which is beneficially owned or held directly or indirectly by such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect at the time of such transfer or transaction.

                  "Asset Sale" means any sale, issuance, conveyance, transfer,
lease or other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback Transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of: (i) any
Capital Stock of any Restricted Subsidiary (other than directors' qualifying
shares and transfers of Capital Stock required by a Manufacturer to the extent
the Company does not receive cash or Cash Equivalents for such Capital Stock);
(ii) all or substantially all of the properties and assets of any division or
line of business of the Company or any Restricted Subsidiary; or (iii) any other
properties or assets of the Company or any Restricted Subsidiary other than in
the ordinary course of business. For the purposes of this definition, the term
"Asset Sale" shall not include any transfer of properties and assets (A) that is
governed by the provisions described under Article Eight hereof, (B) that is by
the Company to any Wholly Owned Restricted Subsidiary, or by any Restricted
Subsidiary to the Company or any Wholly Owned Restricted Subsidiary in
accordance with the terms of this Indenture, (C) that is of obsolete equipment,
(D) that consists of defaulted receivables for collection or any sale, transfer
or other disposition of defaulted receivables for collection, or (E) the Fair
Market Value of which in the aggregate does not exceed $2.5 million in any
transaction or series of related transactions.

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

                  "B Indenture" means the Indenture, dated as of July 1, 1998,
among the Company, the Trustee and the other parties thereto providing for the
issuance of the Series B Securities in aggregate principal amount of
$125,000,000, as such agreement has been and may be amended or supplemented from
time to time.

                  "Bankruptcy Law" means Title 11, United States Bankruptcy Code
of 1978, as amended, or any similar United States federal or state law relating
to

                                      -3-

<PAGE>

bankruptcy, insolvency, receivership, winding up, liquidation, reorganization
or relief of debtors or any amendment to, succession to or change in any such
law.

                  "Board of Directors" means the board of directors of the
Company or any Guarantor, as the case may be, or any duly authorized committee
of such board.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company or any Guarantor, as the
case may be, to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

                  "Book-Entry Security" means any Global Securities bearing the
legend specified in Section 202 evidencing all or part of a series of
Securities, authenticated and delivered to the Depositary for such series or its
nominee, and registered in the name of such Depositary or nominee.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions or trust companies
in The City of New York or the city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law, regulation or executive
order to close.

                  "Capital Lease Obligation" of any Person means any obligation
of such Person and its Subsidiaries on a Consolidated basis under any capital
lease of real or personal property which, in accordance with GAAP, has been
recorded as a capitalized lease obligation.

                  "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of such
Person's capital stock or other equity interests whether now outstanding or
issued after the date hereof, partnership interests (whether general or
limited), any other interest or participation that confers on a Person that
right to receive a share of the profits and losses of, or distributions of
assets of (other than a distribution in respect of Indebtedness), the issuing
Person and any rights (other than debt securities convertible into Capital
Stock), warrants or options exchangeable for or convertible into such Capital
Stock.

                  "Cash Equivalents" means (i) marketable direct obligations,
maturing not more than one year after the date of acquisition, issued by the
United States of America, or an instrumentality or agency thereof, and
guaranteed fully as to principal, premium, if any, and interest by the United
States of America, (ii) any certificate of deposit, maturing not more than one
year after the date of acquisition, issued by a commercial banking institution
that is a member of the Federal Reserve System and that has combined capital and
surplus and undivided profits of not less than $500 million, whose debt has a
rating, at the time as of which any investment therein is made, of "P-1" (or
higher) according to Moody's or any successor rating agency or "A-1" (or higher)
according to S&P or any successor rating agency, (iii) commercial paper,
maturing not more than 180 days after the

                                      -4-

<PAGE>

date of acquisition, issued by a corporation (other than an Affiliate or
Subsidiary of the Company) organized and existing under the laws of the United
States of America with a rating, at the time as of which any investment therein
is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher)
according to S&P and (iv) any money market deposit accounts issued or offered by
a domestic commercial bank having capital and surplus in excess of $500 million;
provided that the short term debt of such commercial bank has a rating, at the
time of Investment, of "P-1" (or higher) according to Moody's or "A-1" (or
higher) according to S&P.

                  "Change of Control" means the occurrence of any of the
following events: (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is
or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a Person shall be deemed to have beneficial ownership
of all shares that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 35% of the total outstanding Voting Stock of the
Company; (ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election to such board or whose
nomination for election by the stockholders of the Company was approved by a
vote of 66 2/3% of the directors then still in office who were either directors
at the beginning of such period or whose election or nomination for election was
previously so approved), cease for any reason to constitute a majority of such
Board of Directors then in office; (iii) the Company consolidates with or merges
with or into any Person or sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of its assets to any Person, or
any Person consolidates with or merges into or with the Company, in any such
event pursuant to a transaction in which the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where (A) the outstanding Voting Stock of the
Company is changed into or exchanged for (x) Voting Stock of the surviving
corporation which is not Redeemable Capital Stock or (y) cash, securities and
other property (other than Capital Stock of the surviving corporation) in an
amount which could be paid by the Company as a Restricted Payment as described
in Section 1009 herein (and such amount shall be treated as a Restricted Payment
subject to the provisions in this Indenture described in Section 1009 herein)
and (B) immediately after such transaction, no "person" or "group," other than
Permitted Holders, is the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that a person shall be deemed to have beneficial
ownership of all securities that such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, more than 35% of the total outstanding Voting Stock of
the surviving corporation; or (iv) the Company is liquidated or dissolved or
adopts a plan of liquidation or dissolution other than in a transaction which
complies with the provisions described under Article Eight herein. For purposes
of this definition, any transfer of an equity interest of an entity that was
formed for the purpose of acquiring

                                      -5-

<PAGE>

voting stock of the Company will be deemed to be a transfer of such portion of
such voting stock as corresponds to the portion of the equity of such entity
that has been so transferred.

                  "Class A Common Stock" means the Company's Class A Common
Stock, par value $.01 per share, or any successor common stock thereto.

                  "Clearstream" means Clearstream Banking, societe anonyme (or
any successor securities clearing agency).

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Securities Act, Exchange Act
and Trust Indenture Act then the body performing such duties at such time.

                  "Commodity Price Protection Agreement" means any forward
contract, commodity swap, commodity option or other similar financial agreement
or arrangement relating to, or the value which is dependent upon, fluctuations
in commodity prices.

                  "Company" means Sonic Automotive, Inc., a corporation
incorporated under the laws of Delaware, until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any one of its Chairman of the
Board, its President, its Chief Executive Officer, its Chief Financial Officer
or a Vice President (regardless of Vice Presidential designation), and by any
one of its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

                  "Consolidated Fixed Charge Coverage Ratio" of any Person
means, for any period, the ratio of (a) the sum of Consolidated Net Income
(Loss), and in each case to the extent deducted in computing Consolidated Net
Income (Loss) for such period, Consolidated Interest Expense, Consolidated
Income Tax Expense and Consolidated Non-cash Charges for such period, of such
Person and its Restricted Subsidiaries on a Consolidated basis, all determined
in accordance with GAAP, less all noncash items increasing Consolidated Net
Income for such period and less all cash payments during such period relating to
noncash charges that were added back to Consolidated Net Income in determining
the Consolidated Fixed Charge Coverage Ratio in any prior period to (b) the sum
of Consolidated Interest Expense for such period and cash and noncash dividends
paid on any Preferred Stock of such Person during such period, in each case
after giving pro forma effect to (i) the incurrence of the Indebtedness giving
rise to the

                                      -6-

<PAGE>

need to make such calculation and (if applicable) the application of the net
proceeds therefrom, including to refinance other Indebtedness, as if such
Indebtedness was incurred, and the application of such proceeds occurred, on the
first day of such period; (ii) the incurrence, repayment or retirement of any
other Indebtedness by the Company and its Restricted Subsidiaries since the
first day of such period as if such Indebtedness was incurred, repaid or retired
at the beginning of such period (except that, in making such computation, the
amount of Indebtedness under any revolving credit facility shall be computed
based upon the average daily balance of such Indebtedness during such period);
(iii) in the case of Acquired Indebtedness or any acquisition occurring at the
time of the incurrence of such Indebtedness, the related acquisition, assuming
such acquisition had been consummated on the first day of such period; and (iv)
any acquisition or disposition by the Company and its Restricted Subsidiaries of
any company or any business or any assets out of the ordinary course of
business, whether by merger, stock purchase or sale or asset purchase or sale,
or any related repayment of Indebtedness, in each case since the first day of
such period, assuming such acquisition or disposition had been consummated on
the first day of such period; provided that (i) in making such computation, the
Consolidated Interest Expense attributable to interest on any Indebtedness
computed on a pro forma basis and (A) bearing a floating interest rate shall be
computed as if the rate in effect on the date of computation had been the
applicable rate for the entire period and (B) which was not outstanding during
the period for which the computation is being made but which bears, at the
option of such Person, a fixed or floating rate of interest, shall be computed
by applying at the option of such Person either the fixed or floating rate and
(ii) in making such computation, the Consolidated Interest Expense of such
Person attributable to interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period.

                  "Consolidated Income Tax Expense" of any Person means, for any
period, the provision for federal, state, local and foreign income taxes of such
Person and its Consolidated Restricted Subsidiaries for such period as
determined in accordance with GAAP.

                  "Consolidated Interest Expense" of any Person means, without
duplication, for any period, the sum of (a) the interest expense of such Person
and its Restricted Subsidiaries for such period, on a Consolidated basis (other
than interest expense under any Inventory Facility), including, without
limitation, (i) amortization of debt discount, (ii) the net costs associated
with Interest Rate Agreements, Currency Hedging Agreements and Commodity Price
Protection Agreements (including amortization of discounts), (iii) the interest
portion of any deferred payment obligation, (iv) all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers
acceptance financing and (v) accrued interest, plus (b) (i) the interest
component of the Capital Lease Obligations paid, accrued and/or scheduled to be
paid or accrued by such Person and its Restricted Subsidiaries during such
period and (ii) all capitalized interest of such Person and its Restricted
Subsidiaries, plus (c) the interest

                                      -7-

<PAGE>

expense under any Guaranteed Debt of such Person and any Restricted Subsidiary
to the extent not included under clause (a)(iv) above, whether or not paid by
such Person or its Restricted Subsidiaries.

                  "Consolidated Net Income (Loss)" of any Person means, for any
period, the Consolidated net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a Consolidated basis as determined in accordance
with GAAP, adjusted, to the extent included in calculating such net income (or
loss), by excluding, without duplication, (i) all extraordinary gains or losses
net of taxes (less all fees and expenses relating thereto), (ii) the portion of
net income (or loss) of such Person and its Restricted Subsidiaries on a
Consolidated basis allocable to minority interests in unconsolidated Persons or
Unrestricted Subsidiaries to the extent that cash dividends or distributions
have not actually been received by such Person or one of its Consolidated
Restricted Subsidiaries, (iii) net income (or loss) of any Person combined with
such Person or any of its Restricted Subsidiaries on a "pooling of interests"
basis attributable to any period prior to the date of combination, (iv) any gain
or loss, net of taxes, realized upon the termination of any employee pension
benefit plan, (v) gains or losses, net of taxes (less all fees and expenses
relating thereto), in respect of dispositions of assets other than in the
ordinary course of business, (vi) the net income of any Restricted Subsidiary to
the extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders, (vii) any
restoration to net income of any contingency reserve, except to the extent
provision for such reserve was made out of income accrued at any time following
July 31, 1998, or (viii) any net gain arising from the acquisition of any
securities or extinguishment, under GAAP, of any Indebtedness of such Person.

                  "Consolidated Non-cash Charges" of any Person means, for any
period, the aggregate depreciation, amortization and other non-cash charges of
such Person and its subsidiaries on a Consolidated basis for such period, as
determined in accordance with GAAP (excluding any non-cash charge which requires
an accrual or reserve for cash charges for any future period).

                  "Consolidated Tangible Assets" of any Person means (a) all
amounts that would be shown as assets on a Consolidated balance sheet of such
Person and its Restricted Subsidiaries prepared in accordance with GAAP, less
(b) the amount thereof constituting goodwill and other intangible assets as
calculated in accordance with GAAP.

                  "Consolidation" means, with respect to any Person, the
consolidation of the accounts of such Person and each of its subsidiaries if and
to the extent the accounts of such Person and each of its subsidiaries would
normally be consolidated with those of such Person, all in accordance with GAAP.
The term "Consolidated" shall have a similar meaning.

                                      -8-

<PAGE>

                  "Corporate Trust Office" means the office of the Trustee or an
affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered,
which office at the date of execution of this Indenture is located at 100 Wall
Street, 20th Floor, New York, New York 10005.

                  "Currency Hedging Agreements" means one or more of the
following agreements which shall be entered into by one or more financial
institutions: foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect against the fluctuations
in currency values.

                  "Default" means any event which is, or after notice or passage
of any time or both would be, an Event of Default.

                  "Depositary" means, with respect to the Securities
issued in the form of one or more Book-Entry Securities, The Depository Trust
Company ("DTC"), its nominees and successors, or another Person designated as
Depositary by the Company,which must be a clearing agency registered under the
Exchange Act.

                  "Designated Senior Indebtedness" means (i) all Senior
Indebtedness under the Floor Plan Facility or the Revolving Facility and (ii)
any other Senior Indebtedness which at the time of determination has an
aggregate principal amount outstanding of at least $25 million and which is
specifically designated in the instrument evidencing such Senior Indebtedness or
the agreement under which such Senior Indebtedness arises as "Designated Senior
Indebtedness" by the Company.

                  "Disinterested Director" means, with respect to any
transaction or series of related transactions, a member of the Board of
Directors of the Company who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of related
transactions.

                  "Euroclear" means the Euroclear Clearance System (or any
successor securities clearing agency).

                  "Event of Default" has the meaning specified in Section 501.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and regulations promulgated by
the Commission thereunder.

                  "Exchange Offer" means the exchange offer by the Company and
the Guarantors of Series D Securities for Series C Securities or the Company's
outstanding 11% Senior Subordinated Notes due 2008, Series B (the "Series B
Securities") issued pursuant to the B Indenture to be effected pursuant to
Section 2.1 of the Registration Rights Agreement.

                                      -9-

<PAGE>
                  "Exchange Offer Registration Statement" means the registration
statement under the Securities Act contemplated by Section 2.1 of the
Registration Rights Agreement.

                  "Fair Market Value" means, with respect to any asset or
property, the sale value that would be obtained in an arm's-length free market
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy. Fair Market Value
shall be determined by the Board of Directors of the Company acting in good
faith and shall be evidenced by a Board Resolution.

                  "Floor Plan Facility" means an agreement from Ford Motor
Credit Company or any other bank or asset-based lender pursuant to which the
Company or any Restricted Subsidiary incurs Indebtedness all of the net proceeds
of which are used to purchase, finance or refinance vehicles and/or vehicle
parts and supplies to be sold in the ordinary course of business of the Company
and its Restricted Subsidiaries and which may not be secured except by a Lien
that does not extend to or cover any property other than the property of the
dealership(s) which use the proceeds of the Floor Plan Facility.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States, consistently
applied, which (i) for the purpose of determining compliance with the covenants
contained in this Indenture, were in effect as of July 31, 1998, and (ii) for
purposes of compliance with the reporting requirements contained in this
Indenture, are in effect from time to time.

                  "Global Securities" means the Rule 144A Global Securities, the
Regulation S Global Securities and the Series D Global Securities to be issued
as Book-Entry Securities issued to the Depositary in accordance with Section
306.

                  "Guarantee" means the guarantee by any Guarantor of the
Company's Indenture Obligations.

                  "Guaranteed Debt" of any Person means, without duplication,
all Indebtedness of any other Person referred to in the definition of
Indebtedness below guaranteed directly or indirectly in any manner by such
Person, or in effect guaranteed directly or indirectly by such Person through an
agreement (i) to pay or purchase such Indebtedness or to advance or supply funds
for the payment or purchase of such Indebtedness, (ii) to purchase, sell or
lease (as lessee or lessor) property, or to purchase or sell services, primarily
for the purpose of enabling the debtor to make payment of such Indebtedness or
to assure the holder of such Indebtedness against loss, (iii) to supply funds
to, or in any other manner invest in, the debtor (including any agreement to pay
for property or services without requiring that such property be received or
such services be rendered), (iv) to maintain working capital or equity capital
of the debtor, or otherwise to maintain the net worth, solvency or other
financial condition of the debtor or to cause

                                      -10-

<PAGE>


such debtor to achieve certain levels of financial performance or (v) otherwise
to assure a creditor against loss; provided that the term "guarantee" shall not
include endorsements for collection or deposit, in either case in the ordinary
course of business.

                  "Guarantor" means any Subsidiary which is a guarantor of the
Securities, including any Person that is required to execute a guarantee of the
Securities pursuant to Section 1011 or Section 1013 until a successor replaces
such party pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor.

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

                  "Indebtedness" means, with respect to any Person, without
duplication, (i) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services, excluding any trade payables
and other accrued current liabilities arising in the ordinary course of
business, but including, without limitation, all obligations, contingent or
otherwise, of such Person in connection with any letters of credit issued under
letter of credit facilities, acceptance facilities or other similar facilities,
(ii) all obligations of such Person evidenced by bonds, notes, debentures or
other similar instruments, (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables arising in the ordinary course
of business, (iv) all obligations of such Person under Interest Rate Agreements,
Currency Hedging Agreements or Commodity Price Protection Agreements of such
Person, (v) all Capital Lease Obligations of such Person, (vi) all Indebtedness
referred to in clauses (i) through (v) above of other Persons and all dividends
of other Persons, the payment of which is secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien, upon or with respect to property (including, without limitation,
accounts and contract rights) owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness, (vii) all
Guaranteed Debt of such Person, (viii) all Redeemable Capital Stock issued by
such Person valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends, (ix) Preferred Stock of any
Restricted Subsidiary of the Company which is not a Guarantor and (x) any
amendment, supplement, modification, deferral, renewal, extension, refunding or
refinancing of any liability of the types referred to in clauses (i) through
(ix) above. For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such Fair Market

                                      -11-

<PAGE>

Value to be determined in good faith by the board of directors of the issuer of
such Redeemable Capital Stock.

                  "Indenture" means this instrument as originally executed
(including all exhibits and schedules thereto) and as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

                  "Indenture Obligations" means the obligations of the Company
and any other obligor under this Indenture or under the Securities, including
any Guarantor, to pay principal of, premium, if any, and interest when due and
payable, and all other amounts due or to become due under or in connection with
this Indenture, the Securities and the performance of all other obligations to
the Trustee and the Holders under this Indenture and the Securities, according
to the respective terms hereof and thereof.

                  "Initial Purchasers" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Banc of America Securities LLC.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                  "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

                  "Inventory Facility" means any Floor Plan Facility or any
other agreement (including pursuant to a commercial paper program) pursuant to
which the Company or any Restricted Subsidiary incurs Indebtedness, the net
proceeds of which are used to purchase, finance or refinance vehicles and/or
vehicle parts and supplies to be sold in the ordinary course of business of the
Company and its Restricted Subsidiaries and which may not be secured except by
Lien that does not extend to or cover any property other than the property of
the dealership(s) which use the proceeds of the Inventory Facility.

                  "Investment" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by
any other Person and all other items that would be classified as investments on
a balance sheet prepared in accordance with GAAP.

                  "Issue Date" means the original issue date of the Securities
under this Indenture.

                                      -12-

<PAGE>

                  "Lien" means any mortgage or deed of trust, charge, pledge,
lien (statutory or otherwise), privilege, security interest, assignment,
deposit, arrangement, easement, hypothecation, claim, preference, priority or
other encumbrance upon or with respect to any property of any kind (including
any conditional sale, capital lease or other title retention agreement, any
leases in the nature thereof, and any agreement to give any security interest),
real or personal, movable or immovable, now owned or hereafter acquired. A
Person will be deemed to own subject to a Lien any property which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capitalized Lease Obligation or other title
retention agreement.

                  "Manufacturer" means a vehicle manufacturer which is a party
to a dealership franchise agreement with the Company or any Restricted
Subsidiary.

                  "Maturity" means, when used with respect to the Securities,
the date on which the principal of the Securities becomes due and payable as
therein provided or as provided in this Indenture, whether at Stated Maturity,
the Offer Date or the Redemption Date and whether by declaration of
acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in
respect of a Change of Control, call for redemption or otherwise.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor rating agency.

                  "Net Cash Proceeds" means (a) with respect to any Asset Sale
by any Person, the proceeds thereof (without duplication in respect of all Asset
Sales) in the form of cash or Temporary Cash Investments including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed of for, cash or Temporary Cash Investments (except
to the extent that such obligations are financed or sold with recourse to the
Company or any Restricted Subsidiary) net of (i) brokerage commissions and other
reasonable fees and expenses (including fees and expenses of counsel and
investment bankers) related to such Asset Sale, (ii) provisions for all taxes
payable as a result of such Asset Sale, (iii) payments made to retire
Indebtedness where payment of such Indebtedness is secured by the assets or
properties the subject of such Asset Sale, (iv) amounts required to be paid to
any Person (other than the Company or any Restricted Subsidiary) owning a
beneficial interest in the assets subject to the Asset Sale and (v) appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an Officers'
Certificate delivered to the Trustee and (b) with respect to any issuance or
sale of Capital Stock or options, warrants or rights to purchase Capital Stock,
or debt securities or Capital Stock that have been converted

                                      -13-

<PAGE>

into or exchanged for Capital Stock as referred to in Section 1009, the proceeds
of such issuance or sale in the form of cash or Temporary Cash Investments
including payments in respect of deferred payment obligations when received in
the form of, or stock or other assets when disposed of for, cash or Temporary
Cash Investments (except to the extent that such obligations are financed or
sold with recourse to the Company or any Restricted Subsidiary), net of
attorney's fees, accountant's fees and brokerage, consultation, underwriting and
other fees and expenses actually incurred in connection with such issuance or
sale and net of taxes paid or payable as a result thereof.

                  "Non-U.S. Person" means a Person that is not a "U.S. person"
as defined in Regulation S under the Securities Act.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer or a Vice President (regardless of Vice Presidential
designation), and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company or any Guarantor, as the case may be, and in
form and substance reasonably satisfactory to, and delivered to, the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, any Guarantor or the Trustee, unless an Opinion
of Independent Counsel is required pursuant to the terms of this Indenture, and
who shall be acceptable to the Trustee, and which opinion shall be in form and
substance reasonably satisfactory to the Trustee.

                  "Opinion of Independent Counsel" means a written opinion of
counsel which is issued by a Person who is not an employee, director or
consultant (other than non-employee legal counsel) of the Company or any
Guarantor and who shall be acceptable to the Trustee, and which opinion shall be
in form and substance reasonably satisfactory to the Trustee.

                  "Outstanding" when used with respect to Securities means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (a) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

                  (b) Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or an Affiliate thereof) in
trust or set aside and segregated in trust by the Company or an Affiliate
thereof (if the Company or an Affiliate thereof shall act as its own Paying
Agent) for the Holders of such Securities; provided that if such Securities are
to be redeemed, notice of such redemption has been duly given

                                      -14-

<PAGE>

pursuant to this Indenture or provision therefor reasonably satisfactory to the
Trustee has been made;

                  (c) Securities, to the extent provided in Sections 402 and
403, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article Four; and

                  (d) Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee and the Company proof reasonably satisfactory to each
of them that such Securities are held by a bona fide purchaser in whose hands
the Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the reasonable satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company,
any Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, any Guarantor or such other obligor.

                  "Pari Passu Indebtedness" means (a) any Indebtedness of the
Company that is pari passu in right of payment to the Securities (including,
without limitation, the Series B Securities) and (b) with respect to any
Guarantee, Indebtedness which ranks pari passu in right of payment to such
Guarantee including without limitation, the Guarantees with respect to the
Series B Securities.

                  "Paying Agent" means any Person (including the Company)
authorized by the Company to pay the principal of, premium, if any, or interest
on, any Securities on behalf of the Company.

                  "Permitted Holders" means (i) Mr. O. Bruton Smith or Mr.
William S. Egan and their respective guardians, conservators, committees, or
attorneys-in-fact; (ii) lineal descendants of Mr. Smith or Mr. Egan (in either
case, a "Descendant") and their respective guardians, conservators, committees
or attorneys-in-fact; and (iii) each "Family Controlled Entity" (as defined
herein). The term "Family Controlled Entity" means (a) any not-for-profit
corporation if at least 80% of its board of directors is composed of Mr. Smith,
Mr. Egan and/or Descendants; (b) any other corporation if at

                                      -15-

<PAGE>

least 80% of the value of its outstanding equity is owned by a Permitted
Holder; (c) any partnership if at least 80% of the value of the partnership
interests are owned by a Permitted Holder; (d) any limited liability or similar
company if at least 80% of the value of the company is owned by a Permitted
Holder; and (e) any trusts created for the benefit of any of the persons listed
in (i) or (ii) of the prior sentence.


                  "Permitted Investment" means (i) Investments in any Wholly
Owned Restricted Subsidiary or any Person which, as a result of such Investment,
(a) becomes a Wholly Owned Restricted Subsidiary or (b) is merged or
consolidated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or any Wholly Owned Restricted
Subsidiary; (ii) Indebtedness of the Company or a Restricted Subsidiary
described under clauses (v), (vi) and (vii) of the definition of "Permitted
Indebtedness"; (iii) Investments in any of the Securities or the Series B
Securities, as the case may be; provided, however, that the aggregate amount of
such Investment shall not exceed $125,000,000; (iv) Temporary Cash Investments;
(v) Investments acquired by the Company or any Restricted Subsidiary in
connection with an Asset Sale permitted under Section 1012 herein to the extent
such Investments are non-cash proceeds as permitted under such covenant; (vi)
any Investment to the extent the consideration therefor consists of Qualified
Capital Stock of the Company or any Restricted Subsidiary; (vii) Investments
representing Capital Stock or obligations issued to the Company or any
Restricted Subsidiary in the ordinary course of the good faith settlement of
claims against any other Person by reason of a composition or readjustment of
debt or a reorganization of any debtor or any Restricted Subsidiary; (viii)
prepaid expenses advanced to employees in the ordinary course of business or
other loans or advances to employees in the ordinary course of business not to
exceed $1 million in the aggregate at any one time outstanding; (ix) Investments
in existence on July 31, 1998; and (x) in addition to the Investments described
in clauses (i) through (ix) above, Investments in an amount not to exceed $10
million in the aggregate at any one time outstanding. In connection with any
assets or property contributed or transferred to any Person as an Investment,
such property and assets shall be equal to the Fair Market Value (as determined
by the Company's Board of Directors) at the time of Investment.

                   "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "Predecessor Security" of any particular Security means every
previous Security, including without limitation, any Series B Securities
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 308 in exchange for a mutilated
Security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.

                                      -16-

<PAGE>

                  "Preferred Stock" means, with respect to any Person, any
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over the Capital Stock of any other class in such Person.

                   "Prospectus" means the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Series C Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

                  "Purchase Money Obligation" means any Indebtedness secured by
a Lien on assets related to the business of the Company and any additions and
accessions thereto, which are purchased by the Company at any time after July
31, 1998; provided that (i) the security agreement or conditional sales or other
title retention contract pursuant to which the Lien on such assets is created
(collectively a "Purchase Money Security Agreement") shall be entered into
within 90 days after the purchase or substantial completion of the construction
of such assets and shall at all times be confined solely to the assets so
purchased or acquired, any additions and accessions thereto and any proceeds
therefrom, (ii) at no time shall the aggregate principal amount of the
outstanding Indebtedness secured thereby be increased, except in connection with
the purchase of additions and accessions thereto and except in respect of fees
and other obligations in respect of such Indebtedness and (iii) (A) the
aggregate outstanding principal amount of Indebtedness secured thereby
(determined on a per asset basis in the case of any additions and accessions)
shall not at the time such Purchase Money Security Agreement is entered into
exceed 100% of the purchase price to the Company of the assets subject thereto
or (B) the Indebtedness secured thereby shall be with recourse solely to the
assets so purchased or acquired, any additions and accessions thereto and any
proceeds therefrom.

                  "QIB" means a "Qualified Institutional Buyer" under Rule 144A
under the Securities Act.

                  "Qualified Capital Stock" of any Person means any and all
Capital Stock of such Person other than Redeemable Capital Stock.

                  "Redeemable Capital Stock" means any Capital Stock that,
either by its terms or by the terms of any security into which it is convertible
or exchangeable or otherwise, is or upon the happening of an event or passage of
time would be, required to be redeemed prior to the final Stated Maturity of the
principal of the Securities or is redeemable at the option of the holder thereof
at any time prior to such final Stated

                                      -17-

<PAGE>

Maturity (other than upon a change of control of the Company in circumstances
where a Holder would have similar rights), or is convertible into or
exchangeable for debt securities at any time prior to any such Stated Maturity
at the option of the holder thereof.

                  "Redemption Date" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the date fixed for
such redemption by or pursuant to this Indenture.

                  "Redemption Price" when used with respect to any Security to
be redeemed pursuant to any provision in this Indenture means the price at which
it is to be redeemed pursuant to this Indenture.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 19, 2001, among the Company, the Guarantors and
the Initial Purchasers.

                  "Registration Statement" means any registration statement of
the Company and the Guarantors which covers the sale or issuance of any of the
Series C Securities (and related guarantees) or Series D Securities (and related
guarantees) pursuant to the provisions of the Registration Rights Agreement, and
all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the January 15 or July 15 (whether or not a Business Day)
next preceding such Interest Payment Date.

                  "Regulation S" means Regulation S under the Securities Act, as
amended from time to time.

                  "Regulation S Global Securities" means one or more permanent
global Securities in registered form representing the aggregate principal amount
of Securities sold in reliance on Regulation S under the Securities Act.

                  "Responsible Officer" when used with respect to the Trustee
means any officer or employee assigned to the Corporate Trust Office or any
agent of the Trustee appointed hereunder, including any vice president,
assistant vice president, secretary, assistant secretary, or any other officer
or assistant officer of the Trustee or any agent of the Trustee appointed
hereunder to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.

                  "Replacement Assets" means properties and assets (other than
cash or any Capital Stock or other security) that will be used in a business of
the Company or its

                                      -18-

<PAGE>

Restricted Subsidiaries existing on July 31, 1998 or in business reasonably
related thereto.

                  "Restricted Subsidiary" means any Subsidiary of the Company
that has not been designated by the Board of Directors of the Company by a Board
Resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to
and in compliance with Section 1018 herein.

                  "Revolving Facility" means the Credit Agreement among the
Company, the Guarantors and Ford Motor Credit Company, dated as of December 15,
1997, as such agreement, in whole or in part, may have been or may be amended,
renewed, extended, substituted, refinanced, restructured, replaced, supplemented
or otherwise modified from time to time (including, without limitation, any
successive renewals, extensions, substitutions, refinancings, restructurings,
replacements, supplementations or other modifications of the foregoing).

                  "Rule 144A" means Rule 144A under the Securities Act, as
amended from time to time.

                  "Rule 144A Global Securities" means one or more permanent
global Securities in registered form representing the aggregate principal amount
of Securities sold in reliance on Rule 144A under the Securities Act.

                  "S&P" means Standard & Poor's Rating Group, a division of
McGraw Hill, Inc. or any successor rating agency.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute and the rules and regulations promulgated by the
Commission thereunder.

                  "Senior Guarantor Indebtedness" means the principal of,
premium, if any, and interest (including interest, to the extent allowable,
accruing after the filing of a petition initiating any proceeding under any
state, federal or foreign bankruptcy law) on any Indebtedness of any Guarantor
(other than as otherwise provided in this definition), whether outstanding on
July 31, 1998 or thereafter created, incurred or assumed, and whether at any
time owing, actually or contingent, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to any Guarantee. Notwithstanding the
foregoing, "Senior Guarantor Indebtedness" shall (x) include the Floor Plan
Facility and the Revolving Facility to the extent any Guarantor is a party
thereto and (y) not include (i) Indebtedness evidenced by the Guarantees or the
Guarantees with respect to the Series B Securities, (ii) Indebtedness that is
subordinated or junior in right of payment to any Indebtedness of any Guarantor,
(iii) Indebtedness which when incurred and without respect to any election under
Section 1111(b) of Title 11 United States Code is without recourse to any
Guarantor,

                                      -19-

<PAGE>

(iv) Indebtedness which is represented by Redeemable Capital Stock, (v) any
liability for foreign, federal, state, local or other taxes owed or owing by any
Guarantor to the extent such liability constitutes Indebtedness, (vi)
Indebtedness of any Guarantor to a Subsidiary or any other Affiliate of the
Company or any of such Affiliate's Subsidiaries, (vii) to the extent it might
constitute Indebtedness, amounts owing for goods, materials or services
purchased in the ordinary course of business or consisting of trade accounts
payable owed or owing by such Guarantor, and amounts owed by such Guarantor for
compensation to employees or services rendered to such Guarantor, (viii) that
portion of any Indebtedness which at the time of issuance is issued in violation
of this Indenture and (ix) Indebtedness evidenced by any guarantee of any
Subordinated Indebtedness or Pari Passu Indebtedness.

                  "Senior Indebtedness" means the principal of, premium, if any,
and interest (including interest, to the extent allowable, accruing after the
filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on any Indebtedness of the Company (other than as
otherwise provided in this definition), whether outstanding on July 31, 1998 or
thereafter created, incurred or assumed, and whether at any time owing, actually
or contingent, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to the Notes. Notwithstanding the foregoing, "Senior
Indebtedness" shall (x) include the Floor Plan Facility and the Revolving
Facility to the extent the Company is a party thereto and (y) not include (i)
Indebtedness evidenced by the Securities or the Series B Securities, (ii)
Indebtedness that is subordinate or junior in right of payment to any
Indebtedness of the Company, (iii) Indebtedness which when incurred and without
respect to any election under Section 1111(b) of Title 11 United States Code is
without recourse to the Company, (iv) Indebtedness which is represented by
Redeemable Capital Stock, (v) any liability for foreign, federal, state, local
or other taxes owed or owing by the Company to the extent such liability
constitutes Indebtedness, (vi) Indebtedness of the Company to a Subsidiary or
any other Affiliate of the Company or any of such Affiliate's Subsidiaries,
(vii) to the extent it might constitute Indebtedness, amounts owing for goods,
materials or services purchased in the ordinary course of business or consisting
of trade accounts payable owed or owing by the Company, and amounts owed by the
Company for compensation to employees or services rendered to the Company,
(viii) that portion of any Indebtedness which at the time of issuance is issued
in violation of this Indenture and (ix) Indebtedness evidenced by any guarantee
of any Subordinated Indebtedness or Pari Passu Indebtedness.

                  "Senior Representative" means the agent, indenture trustee or
other trustee or representative for any Senior Indebtedness.

                                      -20-

<PAGE>

                  "Series D Global Securities" means one or more permanent
Global Securities in registered form representing the aggregate principal amount
of Series D Securities exchanged for Series C Securities or Series B Securities
pursuant to the Exchange Offer.

                  "Shelf Registration Statement" means a "shelf" registration
statement of the Company and the Guarantors pursuant to Section 2.2 of the of
the Registration Rights Agreement, which covers all of the Registrable
Securities (as defined in the Registration Rights Agreement) on an appropriate
form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the Commission, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Significant Restricted Subsidiary" means, at any particular
time, any Restricted Subsidiary that, together with the Restricted Subsidiaries
of such Restricted Subsidiary (i) accounted for more than 5% of the Consolidated
revenues of the Company and its Restricted Subsidiaries for their most recently
completed fiscal year or (ii) is or are the owner(s) of more than 5% of the
Consolidated assets of the Company and its Restricted Subsidiaries as at the end
of such fiscal year, all as calculated in accordance with GAAP and as shown on
the Consolidated financial statements of the Company and its Restricted
Subsidiaries for such fiscal year.

                  "Smith Subordinated Loan" means the subordinated loan from O.
Bruton Smith to the Company in the principal amount of $5.5 million in existence
on the Issue Date.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 309.

                  "Stated Maturity" means, when used with respect to any
Indebtedness or any installment of interest thereon, the dates specified in such
Indebtedness as the fixed date on which the principal of such Indebtedness or
such installment of interest, as the case may be, is due and payable.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or a Guarantor subordinated in right of payment to the Securities or the
Guarantee of such Guarantor, as the case may be.

                  "Subsidiary" of a Person means (i) any corporation more than
50% of the outstanding voting power of the Voting Stock of which is owned or
controlled, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person, or by such Person and one or more other
Subsidiaries thereof, or (ii) any limited partnership of which such Person or
any Subsidiary of such Person is a general partner, or (iii) any other Person in
which such Person, or one or more other Subsidiaries of such Person, or such

                                      -21-

<PAGE>

Person and one or more other Subsidiaries, directly or indirectly, has more than
50% of the outstanding partnership or similar interests or has the power, by
contract or otherwise, to direct or cause the direction of the policies,
management and affairs thereof.

                  "Successor Security" of any particular Security means every
Security issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 307 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

                  "Temporary Cash Investments" means (i) any evidence of
Indebtedness, maturing not more than one year after the date of acquisition,
issued by the United States of America, or an instrumentality or agency thereof,
and guaranteed fully as to principal, premium, if any, and interest by the
United States of America, (ii) any certificate of deposit, maturing not more
than one year after the date of acquisition, issued by, or time deposit of, a
commercial banking institution that is a member of the Federal Reserve System
and that has combined capital and surplus and undivided profits of not less than
$500 million, whose debt has a rating, at the time as of which any investment
therein is made, of "P-1" (or higher) according to Moody's or any successor
rating agency or "A-1" (or higher) according to S&P or any successor rating
agency, (iii) commercial paper, maturing not more than one year after the date
of acquisition, issued by a corporation (other than an Affiliate or Subsidiary
of the Company) organized and existing under the laws of the United States of
America with a rating, at the time as of which any investment therein is made,
of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P,
and (iv) any money market deposit accounts issued or offered by a domestic
commercial bank having capital and surplus in excess of $500 million; provided
that the short term debt of such commercial bank has a rating, at the time of
Investment, of "P-1" (or higher) according to Moody's or "A-1" (or higher)
according to S&P.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, until a successor trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor trustee.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, or any successor statute.

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
(other than a Guarantor) designated as such pursuant to and in compliance with
Section 1018 herein.

                  "Unrestricted Subsidiary Indebtedness" of any Unrestricted
Subsidiary means Indebtedness of such Unrestricted Subsidiary (i) as to which
neither the Company nor any Restricted Subsidiary is directly or indirectly
liable (by virtue of the Company or

                                      -22-

<PAGE>

any such Subsidiary being the primary obligor on, guarantor of, or otherwise
liable in any respect to, such Indebtedness), except Guaranteed Debt of the
Company or any Restricted Subsidiary to any Affiliate, in which case (unless the
incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time
of incurrence) the Company shall be deemed to have made a Restricted Payment
equal to the principal amount of any such Indebtedness to the extent guaranteed
at the time such Affiliate is designated an Unrestricted Subsidiary and (ii)
which, upon the occurrence of a default with respect thereto, does not result
in, or permit any holder of any Indebtedness of the Company or any Subsidiary to
declare, a default on such Indebtedness of the Company or any Subsidiary or
cause the payment thereof to be accelerated or payable prior to its Stated
Maturity; provided that notwithstanding the foregoing any Unrestricted
Subsidiary may guarantee the Securities.

                  "Voting Stock" means Capital Stock of the class or classes
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of such Person (irrespective of whether or not at the time
Capital Stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

                  "Wholly Owned Restricted Subsidiary" means a Restricted
Subsidiary all the Capital Stock of which (other than directors' qualifying
shares and shares of Capital Stock of a Restricted Subsidiary which a
Manufacturer requires to be held by another Person and which Capital Stock,
together with any related contractual arrangements, has no significant economic
value with respect to distributions of profits or losses in ordinary
circumstances) is owned by the Company or another Wholly Owned Restricted
Subsidiary (other than directors' qualifying shares).

        Section 102. Other Definitions.
                     ------------------

 Term                                                        Defined in
 ----                                                         Section
                                                             ----------

 "Act"                                                          105
 "Agent Members"                                                306
 "Change of Control Offer"                                     1014
 "Change of Control Purchase Date"                             1014
 "Change of Control Purchase Notice"                           1014
 "Change of Control Purchase Price"                            1014
 "covenant defeasance"                                          403
 "Defaulted Interest"                                           309
 "defeasance"                                                   402
 "Defeasance Redemption Date"                                   404
 "Defeased Securities"                                          401
 "Excess Proceeds"                                             1012
 "incur"                                                       1008

                                      -23-

<PAGE>

 "Offer"                                                       1012
 "Offer Date"                                                  1012
 "Offered Price"                                               1012
 "Pari Passu Debt Amount"                                      1012
 "Pari Passu Offer"                                            1012
 "Permitted Indebtedness"                                      1008
 "Permitted Payment"                                           1009
 "Private Placement Legend"                                     202
 "Purchase Money Security Agreement"                            101
 "refinancing"                                                 1008
 "Required Filing Date"                                        1019
 "Restricted Payments"                                         1009
 "Securities"                                              Recitals
 "Security Amount"                                             1012
 "Security Register"                                            305
 "Security Registrar"                                           305
 "Series C Securities"                                     Recitals
 "Series D Securities"                                     Recitals
 "Special Payment Date"                                         309
 "Surviving Entity"                                             801
 "Surviving Guarantor Entity"                                   801
 "U.S. Government Obligations"                                  404


        Section 103. Compliance Certificates and Opinions.
                     -------------------------------------

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture and as may be requested
by the Trustee, the Company and any Guarantor (if applicable) and any other
obligor on the Securities (if applicable) shall furnish to the Trustee an
Officers' Certificate in a form and substance reasonably acceptable to the
Trustee stating that all conditions precedent, if any, provided for in this
Indenture (including any covenant compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with, and an
Opinion of Counsel in a form and substance reasonably acceptable to the Trustee
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that, in the case of any such application
or request as to which the furnishing of such certificates or opinions is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

                                      -24-

<PAGE>

                  (a) a statement that each individual signing such certificate
or individual or firm signing such opinion has read and understands such
covenant or condition and the definitions herein relating thereto;

                  (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (c) a statement that, in the opinion of each such individual
or such firm, he or it has made such examination or investigation as is
necessary to enable him or it to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

                  (d) a statement as to whether, in the opinion of each such
individual or such firm, such condition or covenant has been complied with.

       Section 104. Form of Documents Delivered to Trustee.
                    ---------------------------------------

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate of an officer of the Company, any Guarantor or
other obligor on the Securities may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, any Guarantor or
other obligor on the Securities stating that the information with respect to
such factual matters is in the possession of the Company, any Guarantor or other
obligor on the Securities, unless such officer or counsel has actual knowledge
that the certificate or opinion or representations with respect to such matters
are erroneous. Opinions of Counsel required to be delivered to the Trustee may
have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

                  Any certificate or opinion of an officer of the Company, any
Guarantor or other obligor on the Securities may be based, insofar as it relates
to accounting matters,

                                      -25-

<PAGE>

upon a certificate or opinion of, or representations by, an accountant or firm
of accountants in the employ of the Company, unless such officer has actual
knowledge that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate or opinion may be based are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent with respect to the Company.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

        Section 105. Acts of Holders.
                     ---------------

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 105.

                  (b) The ownership of Securities shall be proved by the
Security Register.

                  (c) Any request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holder of any Security shall bind every
future Holder of the same Security or the Holder of every Security issued upon
the transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, suffered or omitted to be done by the Trustee, any Paying Agent
or the Company, any Guarantor or any other obligor of the Securities in reliance
thereon, whether or not notation of such action is made upon such Security.

                  (d) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any

                                      -26-

<PAGE>

such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding Trust
Indenture Act Section 316(c), any such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than the date such first solicitation is
completed.

                  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for purposes of
determining whether Holders of the requisite proportion of Securities then
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for this
purpose the Securities then Outstanding shall be computed as of such record
date; provided that no such request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after such record date.

                  (f) For purposes of this Indenture, any action by the Holders
which may be taken in writing may be taken by electronic means or as otherwise
reasonably acceptable to the Trustee.

      Section 106. Notices, etc., to the Trustee, the Company and any Guarantor.
                   -------------------------------------------------------------

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:

                  (a) the Trustee by any Holder or by the Company or any
Guarantor or any other obligor on the Securities shall be sufficient for every
purpose (except as provided in Section 501(c)) hereunder if in writing and
mailed, first-class postage prepaid, or delivered by recognized overnight
courier, to or with the Trustee at its Corporate Trust Office, or at any other
address previously furnished in writing to the Holders or the Company, any
Guarantor or any other obligor on the Securities by the Trustee; or

                  (b) the Company or any Guarantor by the Trustee or any Holder
shall be sufficient for every purpose (except as provided in Section 501(c))
hereunder if in writing

                                      -27-

<PAGE>

and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to the Company or such Guarantor addressed to it
c/o Sonic Automotive, Inc., 5401 East Independence Boulevard, Charlotte, North
Carolina 28212, Attention: Chief Financial Officer or at any other address
previously furnished in writing to the Trustee by the Company or such Guarantor.

       Section 107. Notice to Holders; Waiver.
                    --------------------------

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by recognized overnight courier, to each Holder affected by such
event, at its address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice when mailed to a Holder in the aforesaid manner shall
be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause, it shall be impracticable to mail notice of any
event as required by any provision of this Indenture, then any method of giving
such notice as shall be reasonably satisfactory to the Trustee shall be deemed
to be a sufficient giving of such notice.

       Section 108. Conflict with Trust Indenture Act.
                    ----------------------------------

                  If any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act or another provision which is required
or deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

       Section 109. Effect of Headings and Table of Contents.
                    -----------------------------------------


                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

                                      -28-

<PAGE>

       Section 110. Successors and Assigns.
                    -----------------------

                  All covenants and agreements in this Indenture by the Company
and the Guarantors shall bind their respective successors and assigns, whether
so expressed or not.

       Section 111. Separability Clause.
                    --------------------

                  In case any provision in this Indenture or in the Securities
or Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

       Section 112. Benefits of Indenture.
                    ----------------------

                  Nothing in this Indenture or in the Securities or Guarantees,
express or implied, shall give to any Person (other than the parties hereto and
their successors hereunder, any Paying Agent and the Holders) any benefit or any
legal or equitable right, remedy or claim under this Indenture.

       Section 113. GOVERNING LAW.
                    --------------

                  THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

       Section 114. Legal Holidays.
                    ---------------

                  In any case where any Interest Payment Date, Redemption Date,
Maturity or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Redemption Date, or at
the Maturity or Stated Maturity and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, as the case may be, to the next
succeeding Business Day.

       Section 115. Independence of Covenants.
                    --------------------------

                  All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

                                      -29-

<PAGE>

       Section 116. Schedules and Exhibits.
                    -----------------------

                  All schedules and exhibits attached hereto are by this
reference made a part hereof with the same effect as if herein set forth in
full.

       Section 117. Counterparts.
                    -------------


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

                                   ARTICLE TWO

                                 SECURITY FORMS

       Section 201. Forms Generally.
                    ----------------

                  The Securities, the Guarantees and the Trustee's certificate
of authentication thereon shall be in substantially the forms set forth in this
Article Two, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted hereby and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange,
any organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities
and Guarantees, as evidenced by their execution of the Securities and
Guarantees. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security.

                  The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

                  Initial Securities offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more Rule 144A Global
Securities, substantially in the form set forth in Section 202, deposited upon
issuance with the Trustee, as custodian for the Depositary, registered in the
name of the Depositary, or its nominee, in each case for credit to an account of
a direct or indirect participant of the Depositary, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Rule 144A Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

                                      -30-

<PAGE>

                  Initial Securities offered and sold in reliance on Regulation
S shall be issued in the form of one or more Regulation S Global Securities,
substantially in the form set forth in Section 202, deposited upon issuance with
the Trustee, as custodian for the Depositary, registered in the name of the
Depositary, or its nominee in each case for credit by the Depositary to an
account of a direct or indirect participant of the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided; provided,
however, that upon such deposit through and including the 40th day after the
later of the commencement of the Offering and the original issue date of the
Securities (such period through and including such 40th day, the "Restricted
Period"), all such Securities shall be credited to or through accounts
maintained at the Depositary by or on behalf of Euroclear or Clearstream unless
exchanged for interests in the Rule 144A Global Securities in accordance with
the transfer and certification requirements described below. The aggregate
principal amount of the Regulation S Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

                  Series D Securities exchanged for Series C Securities or
Series B Securities shall be issued initially in the form of one or more Series
D Global Securities, substantially in the form set forth in Section 202,
deposited upon issuance with the Trustee, as custodian for the Depositary,
registered in the name of the Depositary or its nominee, in each case for credit
to an account of a direct or indirect participant of the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Series D Global Securities may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

       Section 202. Form of Face of Security.
                    -------------------------

                  (a) The form of the face of any Series C Securities
authenticated and delivered hereunder shall be substantially as follows:

                  Unless and until (i) a Series C Security is sold under an
effective Registration Statement or (ii) a Series C Security is exchanged for a
Series D Security in connection with an effective Registration Statement, in
each case pursuant to the Registration Rights Agreement, then such Security
shall bear the legend set forth below (the "Private Placement Legend") on the
face thereof:

                  THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF

                                      -31-

<PAGE>

                  SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH
                  BELOW.

                  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
                  IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
                  144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT
                  A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
                  TRANSACTION, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
                  SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
                  LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
                  WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
                  OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
                  ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
                  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
                  SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
                  FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO
                  A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
                  ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
                  TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
                  RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT
                  TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE
                  TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE
                  SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
                  FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
                  SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY
                  SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR
                  (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
                  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
                  THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT
                  A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
                  SIDE OF THIS
                                      -32-

<PAGE>

                  SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
                  TRUSTEE. AS USED HEREIN, THE TERMS "UNITED STATES," "OFFSHORE
                  TRANSACTION," AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS
                  GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                  [Legend if Security is a Global Security]

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
                  SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL
                  BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
                  OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
                  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
                  SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
                  RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE
                  INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
                  REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH
                  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
                  IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
                  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN.

                  THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER
                  AND TO THE EXTENT SET FORTH IN ARTICLE FOURTEEN OF THE
                  INDENTURE TO THE OBLIGATIONS (INCLUDING

                                      -33-

<PAGE>

                  INTEREST) OWED BY THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES
                  TO ALL SENIOR INDEBTEDNESS; AND EACH HOLDER HEREOF BY ITS
                  ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE
                  SUBORDINATION AS SET FORTH IN SAID ARTICLE FOURTEEN OF THE
                  INDENTURE."

                                      -34-

<PAGE>

                             SONIC AUTOMOTIVE, INC.
                               ------------------

                 11% SENIOR SUBORDINATED NOTE DUE 2008, SERIES C

                                                            CUSIP NO. 83545GAC6

No. 1                                                       $75,000,000



                  Sonic Automotive, Inc., a Delaware corporation (herein called
the "Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
___________ or registered assigns, the principal sum of $75,000,000 United
States dollars, or such other principal amount (which, when taken together with
the principal amounts of all other Outstanding Securities, shall not exceed
$75,000,000 less the principal amount of Securities redeemed by the Company in
accordance with the Indenture) as may be set forth on the Security Register on
Appendix A hereto in accordance with the Indenture, on August 1, 2008, at the
office or agency of the Company referred to below, and to pay interest thereon
from November 19, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on February 1and
August 1 in each year, commencing February 1, 2002 at the rate of 11% per annum,
subject to adjustments as described in the second following paragraph, in United
States dollars, until the principal hereof is paid or duly provided for.
Interest shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

                  The Holder of this Series C Security is entitled to the
benefits of the Registration Rights Agreement among the Company, the Guarantors
and the Initial Purchasers, dated November 19, 2001, pursuant to which, subject
to the terms and conditions thereof, the Company and the Guarantors are
obligated to consummate the Exchange Offer pursuant to which the Holder of this
Security (and related Guarantees) shall have the right to exchange this Security
(and related Guarantees) for 11% Senior Subordinated Notes due 2008, Series D
and related Guarantees (herein called the "Series D Securities") in like
principal amount as provided therein. The Series C Securities and the Series D
Securities are together (including related Guarantees) referred to as the
"Securities." The Series C Securities rank pari passu in right of payment with
the Series D Securities. Pursuant to the Registration Rights Agreement, the
holders of the Company's $125,000,000 11% Senior Subordinated Notes due 2008,
Series B (the "Series B Notes") will also be offered the opportunity to exchange
their Series B Notes for Series D Securities.

                  In the event that (a) the Exchange Offer Registration
Statement is not filed with the Commission on or prior to the 60th calendar day
following the date of original

                                      -35-

<PAGE>

issue of the Series C Securities, (b) the Exchange Offer Registration Statement
has not been declared effective on or prior to the 135th calendar day following
the date of original issue of the Series C Securities, (c) the Exchange Offer is
not consummated or a Shelf Registration Statement is not declared effective, in
either case, on or prior to the 165th calendar day following the date of
original issue of the Series C Securities or (d) the Shelf Registration
Statement is declared effective but shall thereafter become unusable for more
than 30 days in the aggregate (each such event referred to in clauses (a)
through (d) above, a "Registration Default"), the interest rate borne by the
Series C Securities shall be increased by one-quarter of one percent per annum
upon the occurrence of each Registration Default, which rate (as increased
aforesaid) will increase by an additional one quarter of one percent each 90-day
period that such additional interest continues to accrue under any such
circumstance, with an aggregate maximum increase in the interest rate equal to
one percent (1%) per annum. The Shelf Registration Statement will be required to
remain effective until the second anniversary of the Series C Securities.
Following the cure of all Registration Defaults, the accrual of additional
interest will cease and the interest rate will revert to the original rate.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 15 or July 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Series C Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Security
(or any Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by this Indenture not inconsistent with the requirements of such
exchange, all as more fully provided in this Indenture.

                  Payment of the principal of, premium, if any, and interest on,
this Security, and exchange or transfer of the Security, will be made at the
office or agency of the Company in The City of New York maintained for that
purpose (which initially will be a corporate trust office of the Trustee located
at 100 Wall Street, 20th Floor, New York, New York, 10005), or at such other
office or agency as may be maintained for such purpose, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.

                                      -36-

<PAGE>

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  This Security is entitled to the benefits of the Guarantees by
the Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Thirteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of its authorized
officers.

                                        Sonic Automotive, Inc.

                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:

Attest:

------------------------------------
Name:
Title:

                                      -37-

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 11% Senior Subordinated Notes due 2008,
Series C referred to in the within-mentioned Indenture.

                                        U.S Bank Trust National Association,
                                            as Trustee



                                        By:
                                           ------------------------------------
                                           Authorized Signer

Dated:








                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Security purchased by the Company
pursuant to Section 1012 or Section 1014, as applicable, of the Indenture, check
the Box: [ ].

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 1012 or Section 1014 as applicable, of the
Indenture, state the amount (in original principal amount):

                                $ ---------------



Date:                                   Your Signature:
     ---------------------------------                 -------------------------

(Sign exactly as your name appears on the other side of this Security)

                                      -38-

<PAGE>

Signature Guarantee:
                   ----------------------------------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                  (b) The form of the face of any Series D Securities
authenticated and delivered hereunder shall be substantially as follows:

                  [Legend if Security is a Global Security]

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
                  SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL
                  BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
                  OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
                  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
                  SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
                  RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE
                  INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
                  REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH
                  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
                  IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
                  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN.

                                      -39-

<PAGE>


                  THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER
                  AND TO THE EXTENT SET FORTH IN ARTICLE FOURTEEN OF THE
                  INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE
                  COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO ALL SENIOR
                  INDEBTEDNESS; AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF,
                  SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AS SET
                  FORTH IN SAID ARTICLE FOURTEEN OF THE INDENTURE."

                                      -40-

<PAGE>

                             Sonic Automotive, Inc.

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

                 11% SENIOR SUBORDINATED NOTE DUE 2008, SERIES D

                                                                 CUSIP NO.
No.                                                            $
   -------------                                                -------------

     Sonic Automotive, Inc., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay        to
                                                                    -------
or registered assigns, the principal sum of        United States dollars on
                                           -------
August 1, 2008, at the office or agency of the Company referred to below, and
to pay interest thereon from November 19, 2001, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on February 1 and August 1 in each year, commencing August 1, 2002 at the rate
of 11% per annum, in United States dollars, until the principal hereof is paid
or duly provided for; provided that to the extent interest has not been paid or
duly provided for with respect to the Series C Security or the 11% Senior
Subordinated Notes due 2008, Series B and related Guarantees (herein called the
"Series B Securities") exchanged for this Series D Security, interest on this
Series D Security shall accrue from the most recent Interest Payment Date to
which interest on the Series C Security or Series B Security which was exchanged
for this Series D Security has been paid or duly provided for, or if no interest
has been paid on the Series C Security, it shall accrue interest from November
19, 2001 with respect to Series C Securities exchanged for Series D Securities.
Interest shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

                  This Series D Security was issued pursuant to the Exchange
Offer pursuant to which the 11% Senior Subordinated Notes due 2008, Series C and
related Guarantees (herein called the "Series C Securities") and the Series B
Securities in like principal amount were exchanged for the Series D Securities
and related Guarantees. The Series D Securities rank pari passu in right of
payment with the Series C Securities and the Series B Securities.

                  In addition, for any period in which a Series C Security
exchanged for this Series D Security was outstanding, in the event that (a) the
Exchange Offer Registration Statement is not filed with the Commission on or
prior to the 60th calendar day following the date of original issue of the
Series C Security, (b) the Exchange Offer Registration Statement has not been
declared effective on or prior to the 135th calendar day following the date
after the original issue of the Series C Security, (c) the Exchange Offer is not
consummated or a Shelf Registration Statement is not declared effective, in
either case,

                                      -41-

<PAGE>

on or prior to the 135th calendar day following the date of original issue of
the Series C Security or (d) the Shelf Registration Statement is declared
effective but shall thereafter become unusable for more than 30 days in the
aggregate (each such event referred to in clauses (a) through (d) above, a
"Registration Default"), the interest rate borne by the Series C Securities
shall be increased by one-quarter of one percent per annum upon the occurrence
of each Registration Default, which rate (as increased as aforesaid) will
increase by an additional one quarter of one percent each 90-day period that
such additional interest continues to accrue under any such circumstance, with
an aggregate maximum increase in the interest rate equal to one percent (1%) per
annum. The Shelf Registration Statement will be required to remain effective
until the second anniversary of the issuance of the Series C Securities.
Following the cure of all Registration Defaults the accrual of additional
interest will cease and the interest rate will revert to the original rate;
provided that, to the extent interest at such increased interest rate has been
paid or duly provided for with respect to the Series C Security, interest at
such increased interest rate, if any, on this Series D Security shall accrue
from the most recent Interest Payment Date to which such interest on the Series
C Security has been paid or duly provided for; provided, however, that, if after
any such reduction in interest rate, a different event specified in clause (a),
(b), (c) or (d) above occurs, the interest rate shall again be increased
pursuant to the foregoing provisions.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 15 or July 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Series D Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Security
(or any Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in this Indenture.

                  Payment of the principal of, premium, if any, and interest on,
this Security, and exchange or transfer of the Security, will be made at the
office or agency of the Company in The City of New York maintained for such
purpose (which initially will be a corporate trust office of the Trustee located
at 100 Wall Street, 20th Floor, New York, New York, 10005, or at such other
office or agency as may be maintained for such purpose, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the

                                      -42-

<PAGE>

address of the Person entitled thereto as such address shall appear on the
Security Register.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  This Security is entitled to the benefits of the Guarantees by
the Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Thirteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of its authorized
officers.

                                        Sonic Automotive, Inc.

                                        By:
                                              ---------------------------------
                                        Title:
                                              ---------------------------------

Attest:


------------------------------------
        Authorized Officer

                                      -43-

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 11% Senior Subordinated Notes due 2008,
Series D referred to in the within-mentioned Indenture.

                                        U.S. Bank Trust National Association,
                                           as Trustee



                                        By:
                                           ------------------------------------
                                           Authorized Signer

Dated:



                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Security purchased by the Company
pursuant to Section 1012 or Section 1014, as applicable, of the Indenture, check
the Box: [ ].

                                      -44-

<PAGE>

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 1012 or Section 1014 as applicable, of the
Indenture, state the amount (in original principal amount):

                                $
                                 ----------------


Date:                                   Your Signature:
     ---------------------------------                 -------------------------

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:
                      ----------------------------------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

       Section 203. Form of Reverse of Securities.
                    ------------------------------

                  (a) The form of the reverse of the Series C Securities shall
be substantially as follows:




                             Sonic Automotive, Inc.
                 11% Senior Subordinated Note due 2008, Series C

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 11% Senior Subordinated Notes due 2008, Series
C (herein called the "Securities"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to $75,000,000,
issued under and subject to the terms of an indenture (herein called the
"Indenture") dated as of November 19, 2001, among the Company, the Guarantors
and U.S. Bank Trust National Association, as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, the
Trustee and

                                      -45-

<PAGE>


the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered.

                  The Securities are subject to redemption at any time on or
after August 1, 2003, at the option of the Company, in whole or in part, on not
less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an
integral multiple thereof, at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning August 1 of the years indicated below:

                                                           Redemption
                          Year                                Price
                          ----                             -----------
                          2003                               105.50%
                          2004                               103.667%
                          2005                               101.833%

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date).


                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof to be redeemed pro rata,
by lot or by any other method the Trustee shall deem fair and reasonable.

                  Upon the occurrence of a Change of Control, each Holder may
require the Company to purchase such Holder's Securities in whole or in part in
integral multiples of $1,000, at a purchase price in cash in an amount equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase, pursuant to a Change of Control Offer in accordance
with the procedures set forth in the Indenture.

                  Under certain circumstances, in the event the Net Cash
Proceeds received by the Company from any Asset Sale, which proceeds are not
used to repay permanently any Senior Indebtedness or Senior Guarantor
Indebtedness or invested in Replacement Assets or exceeds a specified amount the
Company will be required to apply such proceeds to the repayment of the
Securities and certain Indebtedness ranking pari passu in right of payment to
the Securities.

                  In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

                                      -46-

<PAGE>

                  In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

                  If an Event of Default shall occur and be continuing, the
principal amount of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Securities and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which require the consent of all the Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders under the Indenture and
the Securities and the Guarantees at any time by the Company and the Trustee
with the consent of the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of at least a majority in aggregate principal
amount of the Securities (100% of the Holders in certain circumstances) at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company and the Guarantors with certain provisions of the
Indenture and the Securities and the Guarantees and certain past Defaults under
the Indenture and the Securities and the Guarantees and their consequences. Any
such consent or waiver by or on behalf of the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, any Guarantor or any other obligor on the Securities (in the event such
Guarantor or such other obligor is obligated to make payments in respect of the
Securities), which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on, this Security at the times, place, and rate,
and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security

                                      -47-

<PAGE>

Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and  thereupon one or more new Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

                  Certificated Securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Rule 144A Global
Securities or the Regulation S Global Securities, if any, if (x) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security and a successor Depositary is not appointed by the
Company within 90 days or (y) there shall have occurred and be continuing an
Event of Default and the Security Registrar has received a request from the
Depositary. Upon any such issuance, the Trustee is required to register such
certificated Securities in the name of, and cause the same to be delivered to,
such Person or Persons (or the nominee of any thereof). All such certificated
Securities would be required to include the Private Placement Legend.

                  Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like
aggregate principal amount of Securities of a differing authorized denomination,
as requested by the Holder surrendering the same.

                  At any time when the Company is not subject to Sections 13 or
15(d) of the Exchange Act, upon the written request of a Holder of a Series C
Security, the Company will promptly furnish or cause to be furnished such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto) to such Holder or to a prospective
purchaser of such Security who such Holder informs the Company is reasonably
believed to be a "Qualified Institutional Buyer" within the meaning of Rule 144A
under the Securities Act, as the case may be, in order to permit compliance by
such Holder with Rule 144A under the Securities Act.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

                                      -48-

<PAGE>

                  All terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

                  [The Transferee Certificate, in the form of Appendix I hereto,
will be attached to the Series C Security.]

                  (b) The form of the reverse of the Series D Securities shall
be substantially as follows:




                             Sonic Automotive, Inc.
                 11% Senior Subordinated Note due 2008, Series D

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 11% Senior Subordinated Notes due 2008, Series
D (herein called the "Securities") limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to $200,000,000 (less
the principal amount of Series B Securities outstanding), issued under and
subject to the terms of an indenture (herein called the "Indenture") dated as of
November 19, 2001 among the Company, the Guarantors and U.S. Bank Trust National
Association, as trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Guarantors, the Trustee and the Holders of the Securities, and
of the terms upon which the Securities are, and are to be, authenticated and
delivered.

                  The Series D Securities are subject to redemption at any time
on or after August 1, 2003, at the option of the Company, in whole or in part,
on not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or
an integral multiple thereof, at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning August 1 of the years indicated below:


                                                          Redemption
      Year                                                  Price
      ----                                                ----------
      2003                                                 105.50%
      2004                                                103.667%
      2005                                                101.833%

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date).

                                      -49-

<PAGE>

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof to be redeemed pro rata,
by lot or by any other method the Trustee shall deem fair and reasonable.

                  Upon the occurrence of a Change of Control, each Holder may
require the Company to purchase such Holder's Securities in whole or in part in
integral multiples of $1,000, at a purchase price in cash in an amount equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase, pursuant to Change of Control Offer and in accordance
with the procedures set forth in the Indenture.

                  Under certain circumstances, in the event the Net Cash
Proceeds received by the Company from any Asset Sale, which proceeds are not
used to repay permanently any Senior Indebtedness or Senior Guarantor
Indebtedness or invested in Replacement Assets or exceeds a specified amount,
the Company will be required to apply such proceeds to the repayment of the
Securities and certain Indebtedness ranking pari passu in right of payment to
the Securities.

                  In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

                  In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

                  If an Event of Default shall occur and be continuing, the
principal amount of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Securities and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which required the consent of all of the Holders) as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Guarantors and the rights of the Holders
under the Indenture and the Securities and the Guarantees at any time by the
Company and the Trustee with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities at the time

                                      -50-

<PAGE>

Outstanding. The Indenture also contains provisions permitting the Holders of at
least a majority in aggregate principal amount of the Securities (100% of the
Holders in certain circumstances) at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and the Securities and the
Guarantees and certain past Defaults under the Indenture and the Securities and
the Guarantees and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, any Guarantor or any other obligor on the Securities (in the event such
Guarantor or such other obligor is obligated to make payments in respect of the
Securities), which is absolute and unconditional, to pay the principal of, and
premium, if any, and interest on, this Security at the times, place, and rate,
and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

                  Certificated Securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Rule 144A Global
Securities or the Regulation S Global Securities if (x) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security and a successor Depositary is not appointed by the Company
within 90 days or (y) there shall have occurred and be continuing an Event of
Default and the Security Registrar has received a request from the Depositary.
Upon any such issuance, the Trustee is required to register such certificated
Securities in the name of, and cause the same to be delivered to, such Person or
Persons (or the nominee of any thereof).

                  Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like
aggregate principal amount of Securities of a differing authorized denomination,
as requested by the Holder surrendering the same.

                                      -51-

<PAGE>

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

                  All terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

                  [The Transferee Certificate, in the form of Appendix II
hereto, will be attached to the Series D Security.]

       Section 204. Form of Guarantee.
                    ------------------

                  The form of Guarantee shall be set forth on the Securities
substantially as follows:

                                    GUARANTEE

         For value received, each of the undersigned hereby absolutely, fully
and unconditionally and irrevocably guarantees, jointly and severally with each
other Guarantor, to the holder of this Security the payment of principal of,
premium, if any, and interest on this Security upon which these Guarantees are
endorsed in the amounts and at the time when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal and
interest, if any, of this Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the Securities, to
the holder of this Security and the Trustee, all in accordance with and subject
to the terms and limitations of this Security and Article Thirteen of the
Indenture. This Guarantee will not become effective until the Trustee duly
executes the certificate of authentication on this Security. These Guarantees
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflict of law principles thereof.

Dated:

           AUTOBAHN, INC. (a California corporation)
           CAPITOL CHEVROLET AND IMPORTS, INC. (an Alabama corporation)
           COBB PONTIAC CADILLAC, INC. (an Alabama corporation)

                                      -52-

<PAGE>

    FA SERVICE CORPORATION (a California corporation)
    FAA AUTO FACTORY, INC. (a California corporation)
    FAA BEVERLY HILLS, INC. (a California corporation)
    FAA CAPITOL F, INC. (a California corporation)
    FAA CAPITOL N, INC. (a California corporation)
    FAA CONCORD H, INC. (a California corporation)
    FAA CONCORD N, INC. (a California corporation)
    FAA CONCORD T, INC. (a California corporation)
    FAA DUBLIN N, INC. (a California corporation)
    FAA DUBLIN VWD, INC. (a California corporation)
    FAA HOLDING CORP. (a California corporation)
    FAA LAS VEGAS H, INC. (a Nevada corporation)
    FAA MARIN D, INC. (a California corporation)
    FAA MARIN F, INC. (a California corporation)
    FAA MARIN LR, INC. (a California corporation)
    FAA POWAY D, INC. (a California corporation)
    FAA POWAY G, INC. (a California corporation)
    FAA POWAY H, INC. (a California corporation)
    FAA POWAY T, INC. (a California corporation)
    FAA SAN BRUNO, INC. (a California corporation)
    FAA SANTA MONICA V, INC. (a California corporation)
    FAA SERRAMONTE H, INC. (a California corporation)
    FAA SERRAMONTE L, INC. (a California corporation)
    FAA SERRAMONTE, INC. (a California corporation)
    FAA STEVENS CREEK, INC. (a California corporation)
    FAA TORRANCE CPJ, INC. (a California corporation)
    FIRSTAMERICA AUTOMOTIVE, INC. (a Delaware corporation)
    FORT MILL CHRYSLER-PLYMOUTH-DODGE INC. (a South Carolina corporation)
    FORT MILL FORD, INC. (a South Carolina corporation)
    FRANCISCAN MOTORS, INC. (a California corporation)
    FREEDOM FORD, INC. (a Florida corporation)
    FRONTIER OLDSMOBILE-CADILLAC, INC. (a North Carolina corporation)
    HMC FINANCE ALABAMA, INC. (an Alabama corporation)
    KRAMER MOTORS INCORPORATED (a California corporation)
    LAWRENCE MARSHALL CHEVROLET, LLC (a Delaware limited liability company)
    LAWRENCE MARSHALL CHEVROLET, L.P. (a Texas limited partnership)
    L DEALERSHIP GROUP, INC. (a Texas corporation)
    MARCUS DAVID CORPORATION (a North Carolina corporation)
    PHILPOTT MOTORS, LTD. (a Texas limited partnership)
    RIVERSIDE NISSAN, INC. (an  Oklahoma corporation)
    ROYAL MOTOR COMPANY, INC. (an Alabama corporation)
    SANTA CLARA IMPORTED CARS, INC. (a California corporation)
    SMART NISSAN, INC. (a California corporation)
    SONIC AUTOMOTIVE - BONDESEN, INC. (a Florida corporation)
    SONIC AUTOMOTIVE OF CHATTANOOGA, LLC (a Tennessee limited liability company)
    SONIC AUTOMOTIVE-CLEARWATER, INC. (a Florida corporation)
    SONIC AUTOMOTIVE COLLISION CENTER OF CLEARWATER, INC.(a Florida corporation)
    SONIC AUTOMOTIVE F&I, LLC (a Nevada limited liability company)
    SONIC AUTOMOTIVE OF GEORGIA, INC. (a Georgia corporation)
    SONIC AUTOMOTIVE OF NASHVILLE, LLC (a Tennessee limited liability company)
    SONIC AUTOMOTIVE OF NEVADA, INC. (a Nevada corporation)
    SONIC AUTOMOTIVE SERVICING COMPANY, LLC (a Nevada limited liability company)
    SONIC AUTOMOTIVE OF TENNESSEE, INC. (a Tennessee corporation)
    SONIC AUTOMOTIVE OF TEXAS, L.P. (a Texas limited partnership)

                                      -53-

<PAGE>

   SONIC AUTOMOTIVE WEST, LLC (a Nevada limited liability company
   SONIC AUTOMOTIVE - 1307 N. DIXIE HWY., NSB, INC. (a Florida corporation)
   SONIC AUTOMOTIVE-1400 AUTOMALL DRIVE, COLUMBUS, INC. (an Ohio corporation)
   SONIC AUTOMOTIVE-1455 AUTOMALL DRIVE, COLUMBUS, INC. (an Ohio corporation)
   SONIC AUTOMOTIVE-1495 AUTOMALL DRIVE, COLUMBUS, INC. (an Ohio corporation)
   SONIC AUTOMOTIVE-1500 AUTOMALL DRIVE, COLUMBUS, INC. (an Ohio corporation)
   SONIC AUTOMOTIVE - 1720 MASON AVE., DB, INC. (a Florida corporation)
   SONIC AUTOMOTIVE - 1720 MASON AVE., DB, LLC (a Florida limited liability
                                    company)
   SONIC AUTOMOTIVE - 1919 N. DIXIE HWY., NSB, INC. (a Florida corporation)
   SONIC AUTOMOTIVE - 21699 U.S. HWY 19 N., INC. (a Florida corporation)
   SONIC AUTOMOTIVE - 241 RIDGEWOOD AVE., HH, INC. (a Florida corporation)
   SONIC AUTOMOTIVE 2424 LAURENS RD., GREENVILLE, INC. (a South Carolina
                                  corporation)
   SONIC AUTOMOTIVE - 2490 SOUTH LEE HIGHWAY, LLC (a Tennessee limited liability
                                   company),
   SONIC AUTOMOTIVE 2752 LAURENS RD., GREENVILLE, INC. (a South Carolina
                                  corporation)
   SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P. (a Texas limited partnership)
   SONIC AUTOMOTIVE-3700 WEST BROAD STREET, COLUMBUS, INC. (an Ohio corporation)
   SONIC AUTOMOTIVE - 3741 S. NOVA RD., PO, INC. (a Florida corporation)
   SONIC AUTOMOTIVE-4000 WEST BROAD STREET, COLUMBUS, INC. (an Ohio corporation)
   SONIC AUTOMOTIVE - 4701 I-10 EAST, TX, L.P. (a Texas limited partnership)
   SONIC AUTOMOTIVE - 5221 I-10 EAST, TX, L.P. (a Texas limited partnership)
   SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC (a Georgia limited
                               liability company)
   SONIC AUTOMOTIVE-5585 PEACHTREE INDUSTRIAL BLVD., LLC (a Georgia limited
                              liability company),
   SONIC AUTOMOTIVE - 6008 N. DALE MABRY, FL, INC. (a Florida corporation)
   SONIC AUTOMOTIVE - 6025 INTERNATIONAL DRIVE,LLC(a Tennessee limited liability
                                    company)
   SONIC AUTOMOTIVE - 9103 E. INDEPENDENCE, NC, LLC (a North Carolina limited
                               liability company)
   SONIC - BETHANY H, INC. (an Oklahoma corporation)
   SONIC - 2185 CHAPMAN RD., CHATTANOOGA, LLC (a Tennessee limited liability
                                    company)
   SONIC - BUENA PARK H, INC. (a California corporation)
   SONIC - CAMP FORD, L.P. (a Texas limited partnership)
   SONIC - CAPITAL CHEVROLET, INC. (an Ohio corporation)
   SONIC - CARROLLTON V, L.P. (a Texas limited partnership)
   SONIC CHRYSLER-PLYMOUTH-JEEP, LLC(a North Carolina limited liability company)
   SONIC - CLASSIC DODGE, INC. (an Alabama corporation)
   SONIC - COAST CADILLAC, INC. (a California corporation)
   SONIC DODGE, LLC (a North Carolina limited liability company)
   SONIC DEVELOPMENT, LLC (a North Carolina limited liability company)
   SONIC - FM AUTOMOTIVE, LLC (a Florida limited liability company)
   SONIC - FM , INC. (a Florida corporation)
   SONIC - FM NISSAN, INC. (a Florida corporation)
   SONIC - FM VW, INC. (a Florida corporation)
   SONIC - FORT WORTH T, L.P. (a Texas limited partnership)
   SONIC - FREELAND, INC. (a Florida corporation)
   SONIC - GLOBAL IMPORTS, L.P. (a Georgia limited partnership)
   SONIC-GLOVER, INC. (an Oklahoma corporation)
   SONIC - HARBOR CITY H, INC. (a California corporation)
   SONIC - HOUSTON V, L.P. (a Texas limited partnership)
   SONIC - INTEGRITY DODGE LV, LLC (a Nevada limited liability company)
   SONIC - LAS VEGAS C EAST, LLC (a Nevada limited liability company)
   SONIC - LAS VEGAS C WEST, LLC (a Nevada limited liability company)

                                      -54-

<PAGE>

           SONIC - LLOYD NISSAN, INC. (a Florida corporation)
           SONIC - LLOYD PONTIAC - CADILLAC, INC. (a Florida corporation)
           SONIC - LUTE RILEY, L. P. (a Texas limited partnership)
           SONIC - MANHATTAN FAIRFAX, INC. (a Virginia corporation)
           SONIC - MANHATTAN WALDORF, INC. (a Maryland corporation)
           SONIC-MONTGOMERY FLM, INC. (an Alabama corporation)
           SONIC - NEWSOME CHEVROLET WORLD, INC. (a South Carolina corporation)
           SONIC - NEWSOME OF FLORENCE, INC. (a South Carolina corporation)
           SONIC - NORTH CHARLESTON, INC. (a South Carolina corporation)
           SONIC - NORTH CHARLESTON DODGE, INC. (a South Carolina corporation)
           SONIC - PARK PLACE A, L.P. (a Texas limited partnership)
           (formerly Sonic - Dallas Auto Factory, L.P.)
           SONIC PEACHTREE INDUSTRIAL BLVD., L.P. (a Georgia limited
           partnership)
           SONIC - READING, L.P. (a Texas limited partnership)
           SONIC RESOURCES, INC. (a Nevada corporation)
           SONIC - RICHARDSON F, L.P. (a Texas limited partnership)
           SONIC-RIVERSIDE, INC. (an Oklahoma corporation)
           SONIC - RIVERSIDE AUTO FACTORY, INC. (an Oklahoma corporation)
           SONIC - ROCKVILLE IMPORTS, INC. (a Maryland corporation)
           SONIC - ROCKVILLE MOTORS, INC. (a Maryland corporation)
           SONIC - SAM WHITE NISSAN, L.P. (a Texas limited partnership)
           SONIC - SHOTTENKIRK, INC. (a Florida corporation)
           SONIC - STEVENS CREEK B, INC.
           (a California corporation) (formerly known as Don Lucas
           International, Inc.)
           SONIC - SUPERIOR OLDSMOBILE, LLC (a Tennessee limited liability
           company)
           SONIC OF TEXAS, INC. (a Texas corporation)
           SONIC-VOLVO LV, LLC (a Nevada limited liability company)
           SONIC - WEST COVINA T, INC. (a California corporation)
           SONIC - WEST RENO CHEVROLET, INC. (an Oklahoma corporation)
           SONIC - WILLIAMS BUICK, INC. (an Alabama corporation)
           SONIC - WILLIAMS CADILLAC, INC. (an Alabama corporation)
           SONIC - WILLIAMS IMPORTS, INC. (an Alabama corporation)
           SONIC - WILLIAMS MOTORS, LLC (an Alabama limited liability company)
           SPEEDWAY CHEVROLET, INC. (an Oklahoma corporation)
           SRE ALABAMA - 2, LLC (an Alabama limited liability company)
           SRE ALABAMA - 3, LLC (an Alabama limited liability company)
           SREALESTATE ARIZONA - 1, LLC (an Arizona limited liability company)
           SREALESTATE ARIZONA - 2, LLC (an Arizona limited liability company)
           SREALESTATE ARIZONA - 3, LLC (an Arizona limited liability company)
           SREALESTATE ARIZONA - 4, LLC (an Arizona limited liability company)
           SRE FLORIDA - 1, LLC (a Florida limited liability company)
           SRE FLORIDA - 2, LLC (a Florida limited liability company)
           SRE FLORIDA - 3, LLC (a Florida limited liability company)
           SRE GEORGIA - 1, L.P. (a Georgia limited liability partnership)
           SRE GEORGIA - 2, L.P. (a Georgia limited liability partnership)
           SRE GEORGIA - 3, L.P. (a Georgia limited liability partnership)
           SRE HOLDING, LLC (a North Carolina limited liability company)
           SRE NEVADA - 1, LLC (a Nevada limited liability company)
           SRE NEVADA - 2, LLC (a Nevada limited liability company)
           SRE NEVADA - 3, LLC (a Nevada limited liability company)
           SRE SOUTH CAROLINA - 2, LLC (a South Carolina limited liability
           company)
           SRE TENNESSEE - 1, LLC (a Tennessee limited liability company)
           SRE TENNESSEE - 2, LLC (a Tennessee limited liability company)
           SRE TENNESSEE - 3, LLC (a Tennessee limited liability company)

                                      -55-

<PAGE>

           SRE TEXAS - 1, L.P. (a Texas limited partnership)
           SRE TEXAS - 2, L.P. (a Texas limited partnership)
           SRE  TEXAS - 3, L.P. (a Texas limited partnership)
           SRE  VIRGINIA - 1, LLC (a Virginia limited liability company)
           STEVENS CREEK CADILLAC, INC. (a California corporation)
           TRANSCAR LEASING, INC. (a California corporation)
           TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP, LLC (a Tennessee limited
              liability company)
           TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP OF ROCK HILL, INC. (a South
              Carolina corporation)
           TOWN AND COUNTRY DODGE OF CHATTANOOGA, LLC ( a Tennessee limited
              liability company)
           TOWN AND COUNTRY FORD, INCORPORATED (a North Carolina corporation)
           TOWN AND COUNTRY FORD OF CLEVELAND, LLC (a Tennessee limited
              liability company)
           TOWN AND COUNTRY JAGUAR, LLC (a Tennessee limited liability company)
           VILLAGE IMPORTED CARS, INC. (a Maryland corporation) and
           WINDWARD, INC. (a Hawaii corporation)

                                    By:
                                         ---------------------------------------
                                       Name:
                                       Title:

Attest:  ________________________
          Name:
          Title:
                  ARTICLE THREE

THE SECURITIES

                  Section 301.      Title and Terms.
                                    ---------------


                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture and outstanding at any time is
limited to $200,000,000 (less the principal amount of Series B Securities
outstanding) in principal amount of Securities, except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306,
307, 308, 906, 1012, 1015, 1108 or otherwise.

                  The Securities shall be known and designated as the "11%
Senior Subordinated Notes due 2008" of the Company. A separate reference may be
made to each series. The Stated Maturity of the Securities shall be August 1,
2008, and the Securities shall each bear interest at the rate of 11% per annum,
as such interest rate may be adjusted as set forth in the Securities, from
November 19, 2001, or from the most recent Interest Payment Date to which
interest has been paid, payable semiannually on February 1 and August 1 in each
year, commencing as of February 1, 2002 until the

                                      -56-

<PAGE>

principal thereof is paid or duly provided for. Interest on any overdue
principal, interest (to the extent lawful) or premium, if any, shall be payable
on demand.

                  The principal of, premium, if any, and interest on, the
Securities shall be payable and the Securities shall be exchangeable and
transferable at an office or agency of the Company in The City of New York
maintained for such purposes (which initially will be a corporate trust office
of the Trustee located at 100 Wall Street, 20th Floor, New York, New York,
10005); provided, however, that payment of interest may be made at the option of
the Company by check mailed to addresses of the Persons entitled thereto as
shown on the Security Register.

                  For all purposes hereunder, the Series C Securities and the
Series D Securities will be treated as one class and are together referred to as
the "Securities." The Series C Securities rank pari passu in right of payment
with the Series D Securities.

                  The Securities shall be subject to repurchase by the Company
pursuant to an Offer as provided in Section 1012.

                  Holders shall have the right to require the Company to
purchase their Securities, in whole or in part, in the event of a Change of
Control pursuant to Section 1014.

                  The Securities shall be redeemable as provided in Article
Eleven and in the Securities.

                  The Indebtedness evidenced by these Securities shall be
subordinated in right of payment with all other Senior Indebtedness.

                  At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.

                  Section 302.      Denominations.
                                    -------------


                  The Securities shall be issuable only in fully registered form
without coupons and only in denominations of $1,000 and any integral multiple
thereof.

                  Section 303.   Execution, Authentication, Delivery and Dating.
                                 ----------------------------------------------

                  The Securities shall be executed on behalf of the Company by
one of its Chairman of the Board, its President, its Chief Executive Officer,
its Chief Financial Officer or one of its Vice Presidents under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signatures of any of these officers on the Securities may be
manual or facsimile.

                                      -57-

<PAGE>


                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee (with or without Guarantees endorsed thereon) for
authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and make available for delivery such Securities as
provided in this Indenture and not otherwise.

                  Each Security shall be dated the date of its authentication.

                  No Security or Guarantee endorsed thereon shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized officer, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

                  In case the Company or any Guarantor, pursuant to Article
Eight, shall, in a single transaction or through a series of related
transactions, be consolidated or merged with or into any other Person or shall
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person, and the successor
Person resulting from such consolidation or surviving such merger, or into which
the Company or such Guarantor shall have been merged, or the successor Person
which shall have participated in the sale, assignment, conveyance, transfer,
lease or other disposition as aforesaid, shall have executed an indenture
supplemental hereto with the Trustee pursuant to Article Eight, any of the
Securities authenticated or delivered prior to such consolidation, merger, sale,
assignment, conveyance, transfer, lease or other disposition may, from time to
time, at the request of the successor Person, be exchanged for other Securities
executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon Company Request of the successor Person, shall authenticate and
deliver Securities as specified in such request for the purpose of such
exchange. If Securities shall at any time be authenticated and delivered in any
new name of a successor Person pursuant to this Section 303 in exchange or
substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.

                                      -58-

<PAGE>


                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities on behalf of the Trustee. Unless limited
by the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Security Registrar or Paying
Agent to deal with the Company and its Affiliates.

                  If an officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates such Security such Security
shall be valid nevertheless.

       Section 304. Temporary Securities.
                    ---------------------

                  Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities which are printed, lithographed,
typewritten or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 1002, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee (in accordance with a Company Order for the authentication of
such Securities) shall authenticate and make available for delivery in exchange
therefor a like principal amount of definitive Securities of authorized
denominations. Until so exchanged the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

       Section 305. Registration, Registration of Transfer and Exchange.
                    ----------------------------------------------------

                  The Company shall cause the Trustee to keep, so long as it is
the Security Registrar, at the Corporate Trust Office of the Trustee, or such
other office as the Trustee may designate, a register (the register maintained
in such office or in any other office or agency designated pursuant to Section
1002 being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as the Security Registrar may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee shall initially be the "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided. The Company may change the Security Registrar or appoint one or more
co-Security Registrars without notice.

                                      -59-

<PAGE>
                  Upon surrender for registration of transfer of any Security at
the office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall (in accordance with a Company Order
for the authentication of such Securities) authenticate and make available for
delivery, in the name of the designated transferee or
transferees, one or more new Securities of the same series of any authorized
denomination or denominations, of a like aggregate principal amount.

                  Furthermore, any Holder of the Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interests
in such Global Security may be effected only through a book-entry system
maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in a Security shall be required to be
reflected in a book entry.

                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination or denominations, of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall (in accordance with a Company
Order for the authentication of such Securities) authenticate and make available
for delivery, Securities of the same series which the Holder making the exchange
is entitled to receive; provided that no exchange of Series C Securities for
Series D Securities shall occur until an Exchange Offer Registration Statement
shall have been declared effective by the Commission and that the Series C
Securities exchanged for the Series D Securities shall be canceled.

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

                  Every Security presented or surrendered for registration of
transfer, or for exchange, repurchase or redemption, shall (if so required by
the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

                  No service charge shall be made to a Holder for any
registration of transfer, exchange or redemption of Securities, except for any
tax or other governmental charge that may be imposed in connection therewith,
other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or
1108 not involving any transfer.

                  The Company shall not be required (a) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of the Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing or

                                      -60-

<PAGE>


(b) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of Securities
being redeemed in part.

                  Every Security shall be subject to the restrictions on
transfer provided in the legend required to be set forth on the face of each
Security pursuant to Section 202, and the restrictions set forth in this Section
305, and the Holder of each Security, by such Holder's acceptance thereof (or
interest therein), agrees to be bound by such restrictions on transfer.

                  Except as provided in the preceding paragraph, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section 305,
Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and
bear the legend specified in Section 202.

                  Section 306.      Book Entry Provisions for Global Securities.
                                    -------------------------------------------

                  (a) Each Global Security initially shall (i) be registered in
the name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 202.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary, or the Trustee as its
custodian, or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a holder of any
Security.

                  (b) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary (A) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act,
and in either case the Company fails to appoint a successor Depositary, (ii) the
Company, at its option, executes and delivers to the Trustee a Company Order
stating that it elects to cause the issuance of the Securities in certificated
form and that all Global Securities shall be exchanged in whole for Securities
that are not Global Securities (in which case such exchange shall be effected by
the Trustee) or (iii) there shall have occurred and be continuing an Event of
Default or any

                                      -61-

<PAGE>

event which after notice or lapse of time or both would be an Event of Default
with respect to such Global Security.

                  (c) If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this
Section 306(c) and as otherwise provided in this Article Three, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

                  (d) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Article Three or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

                  (e) The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.

                                      -62-

<PAGE>

                  Section 307.      Special Transfer and Exchange Provisions.
                                    -----------------------------------------

                  (a)      Certain Transfers and Exchanges.  Transfers and
                           -------------------------------
exchanges of Securities and beneficial interests in a Global Security of the
kinds specified in this Section 307 shall be made only in accordance with this
Section 307.

                           (i) Rule 144A Global Security to Regulation S Global
                  Security. If the owner of a beneficial interest in the Rule
                  144A Global Security wishes at any time to transfer such
                  interest to a Person who wishes to acquire the same in the
                  form of a beneficial interest in the Regulation S Global
                  Security, such transfer may be effected only in accordance
                  with the provisions of this paragraph and paragraph (iv) below
                  and subject to the Applicable Procedures. Upon receipt by the
                  Trustee, as Security Registrar, of (a) an order given by the
                  Depositary or its authorized representative directing that a
                  beneficial interest in the Regulation S Global Security in a
                  specified principal amount be credited to a specified Agent
                  Member's account and that a beneficial interest in the Rule
                  144A Global Security in an equal principal amount be debited
                  from another specified Agent Member's account and (b) a
                  Regulation S Certificate in the form of Exhibit A hereto,
                  satisfactory to the Trustee and duly executed by the owner of
                  such beneficial interest in the Rule 144A Global Security or
                  his attorney duly authorized in writing, then the Trustee, as
                  Security Registrar but subject to paragraph (iv) below, shall
                  reduce the principal amount of the Rule 144A Global Security
                  and increase the principal amount of the Regulation S Global
                  Security by such specified principal amount as provided in
                  Section 306(c).

                           (ii) Regulation S Global Security to Rule 144A Global
                  Security. If the owner of a beneficial interest in the
                  Regulation S Global Security wishes at any time to transfer
                  such interest to a Person who wishes to acquire the same in
                  the form of a beneficial interest in the Rule 144A Global
                  Security, such transfer may be effected only in accordance
                  with this paragraph (ii) and subject to the Applicable
                  Procedures. Upon receipt by the Trustee, as Security
                  Registrar, of (a) an order given by the Depositary or its
                  authorized representative directing that a beneficial interest
                  in the Rule 144A Global Security in a specified principal
                  amount be credited to a specified Agent Member's account and
                  that a beneficial interest inthe Regulation S Global Security
                  in an equal principal amount be debited from another specified
                  Agent Member's account and (b) if such transfer is to occur
                  during the Restricted Period, a Restricted Securities
                  Certificate in the form of Exhibit B hereto, satisfactory to
                  the Trustee and duly executed by the owner of such beneficial
                  interest in the Regulation S Global Security or his attorney
                  duly authorized in writing, then the Trustee, as Security
                  Registrar, shall reduce the principal amount of the Regulation
                  S Global

                                      -63-

<PAGE>


                  Security and increase the principal amount of the Rule 144A
                  Global Security by such specified principal amount as provided
                  in Section 306(c).

                           (iii) Exchanges between Global Security and
                  Non-Global Security. A beneficial interest in a Global
                  Security may be exchanged for a Security that is not a Global
                  Security as provided in Section 307(b), provided that, if such
                  interest is a beneficial interest in the Rule 144A Global
                  Security, or if such interest is a beneficial interest in the
                  Regulation S Global Security and such exchange is to occur
                  during the Restricted Period, then such interest shall bear
                  the Private Placement Legend (subject in each case to Section
                  307(b)).

                           (iv) Regulation S Global Security to be Held Through
                  Euroclear or Clearstream during Restricted Period. The Company
                  shall use its best efforts to cause the Depositary to ensure
                  that, until the expiration of the Restricted Period,
                  beneficial interests in the Regulation S Global Security may
                  be held only in or through accounts maintained at the
                  Depositary by Euroclear or Clearstream (or by Agent Members
                  acting for the account thereof), and no person shall be
                  entitled to effect any transfer or exchange that would result
                  in any such interest being held otherwise than in or through
                  such an account; provided that this paragraph (iv) shall not
                  prohibit any transfer or exchange of such an interest in
                  accordance with paragraph (ii) above.

                  (b)      Private Placement Legends.  Rule 144A Securities and
                           -------------------------
their Successor Securities and Regulation S Securities and their Successor
Securities shall bear a Private Placement Legend, subject to the following:

                           (i) subject to the following clauses of this Section
                  307(b), a Security or any portion thereof which is exchanged,
                  upon transfer or otherwise, for a Global Security or any
                  portion thereof shall bear the Private Placement Legend borne
                  by such Global Security while represented thereby;

                           (ii) subject to the following Clauses of this Section
                  307(b), a new Security which is not a Global Security and is
                  issued in exchange for another Security (including a Global
                  Security) or any portion thereof, upon transfer or otherwise,
                  shall bear the Private Placement Legend borne by such other
                  Security;

                           (iii) Exchange Securities, and all other Securities
                  sold or otherwise disposed of pursuant to an effective
                  registration statement under the Securities Act, together with
                  their respective Successor Securities, shall not bear a
                  Private Placement Legend;

                                      -64-

<PAGE>

                           (iv) at any time after the Securities may be freely
                  transferred without registration under the Securities Act or
                  without being subject to transfer restrictions pursuant to the
                  Securities Act, a new Security which does not bear a Private
                  Placement Legend may be issued in exchange for or in lieu of a
                  Security (other than a Global Security) or any portion thereof
                  which bears such a legend if the Trustee has received an
                  Unrestricted Securities Certificate substantially in the form
                  of Exhibit C hereto, satisfactory to the Trustee and duly
                  executed by the Holder of such legended Security or his
                  attorney duly authorized in writing, and after such date and
                  receipt of such certificate, the Trustee shall authenticate
                  and deliver such a new Security in exchange for or in lieu of
                  such other Security as provided in this Article Three;

                           (v) a new Security which does not bear a Private
                  Placement Legend may be issued in exchange for or in lieu of a
                  Security (other than a Global Security) or any portion thereof
                  which bears such a legend if, in the Company's judgment,
                  placing such a legend upon such new Security is not necessary
                  to ensure compliance with the registration requirements of the
                  Securities Act, and the Trustee, at the direction of the
                  Company, shall authenticate and deliver such a new Security as
                  provided in this Article Three; and

                           (vi) notwithstanding the foregoing provisions of this
                  Section 307(b), a Successor Security of a Security that does
                  not bear a particular form of Private Placement Legend shall
                  not bear such form of legend unless the Company has reasonable
                  cause to believe that such Successor Security is a "restricted
                  security" within the meaning of Rule 144, in which case the
                  Trustee, at the direction of the Company, shall authenticate
                  and deliver a new Security bearing a Private Placement Legend
                  in exchange for such Successor Security as provided in this
                  Article Three.


                  By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture.

                  The Security Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 306 or
this Section 307. The Company shall have the right to inspect and make copies of
all such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Security Registrar.

                                      -65-

<PAGE>

             In the event that Regulation S is amended during the term of
this Indenture to alter the applicable holding period, all reference in this
Indenture to a holding period for Non-U.S. Persons will be deemed to include
such amendment.

             Section 308.      Mutilated, Destroyed, Lost and Stolen Securities.
                               -------------------------------------------------

             If (a) any mutilated Security is surrendered to the Trustee,
or (b) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, any Guarantor and the Trustee, such security or indemnity, in each
case, as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, any Guarantor or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and upon a Company Request the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a replacement Security of like tenor and principal amount,
bearing a number not contemporaneously outstanding and each Guarantor shall
execute a replacement Guarantee.

             In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a replacement Security, pay such Security.

             Upon the issuance of any replacement Securities under this
Section, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

             Every replacement Security and Guarantee issued pursuant to
this Section in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company and any Guarantor,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

              The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

              Section 309.      Payment of Interest; Interest Rights Preserved.
                                -----------------------------------------------

              Interest on any Security which is payable, and is punctually
paid or duly provided for, on the Stated Maturity of such interest shall be paid
to the Person in whose name the Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment.

                                      -66-

<PAGE>
                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on the Stated Maturity of such interest,
and interest on such defaulted interest at the then applicable interest rate
borne by the Securities, to the extent lawful (such defaulted interest and
interest thereon herein collectively called "Defaulted Interest"), shall
forthwith cease to be payable to the Holder on the Regular Record Date; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Subsection (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
                  Interest to the Persons in whose names the Securities (or any
                  relevant Predecessor Securities) are registered at the close
                  of business on a Special Record Date for the payment of such
                  Defaulted Interest, which shall be fixed in the following
                  manner. The Company shall notify the Trustee in writing of the
                  amount of Defaulted Interest proposed to be paid on each
                  Security and the date (not less than 30 days after such
                  notice) of the proposed payment (the "Special Payment Date"),
                  and at the same time the Company shall deposit with the
                  Trustee an amount of money equal to the aggregate amount
                  proposed to be paid in respect of such Defaulted Interest or
                  shall make arrangements satisfactory to the Trustee for such
                  deposit prior to the Special Payment Date, such money when
                  deposited to be held in trust for the benefit of the Persons
                  entitled to such Defaulted Interest as in this Subsection
                  provided. Thereupon the Trustee shall fix a Special Record
                  Date for the payment of such Defaulted Interest which shall be
                  not more than 15 days and not less than 10 days prior to the
                  date of the Special Payment Date and not less than 10 days
                  after the receipt by the Trustee of the notice of the proposed
                  payment. The Trustee shall promptly notify the Company in
                  writing of such Special Record Date. In the name and at the
                  expense of the Company, the Trustee shall cause notice of the
                  proposed payment of such Defaulted Interest and the Special
                  Record Date therefor to be mailed, first-class postage
                  prepaid, to each Holder at its address as it appears in the
                  Security Register, not less than 10 days prior to such Special
                  Record Date. Notice of the proposed payment of such Defaulted
                  Interest and the Special Record Date and Special Payment Date
                  therefor having been so mailed, such Defaulted Interest shall
                  be paid to the Persons in whose names the Securities are
                  registered on such Special Record Date and shall no longer be
                  payable pursuant to the following Subsection (b).

                  (b) The Company may make payment of any Defaulted Interest in
                  any other lawful manner not inconsistent with the requirements
                  of any securities exchange on which the Securities may be
                  listed, and upon such notice as may be required by this
                  Indenture not inconsistent with the requirements of such
                  exchange, if, after written notice given by the Company to the
                  Trustee of the proposed payment pursuant to this Subsection,
                  such payment shall be deemed practicable by the Trustee.

                                      -67-

<PAGE>

                  Subject to the foregoing provisions of this Section 309, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                  Section 310.      CUSIP Numbers.
                                    -------------


                    The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and the Company, or the Trustee on behalf of
the Company, shall use CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; provided, however, that any such notice shall state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or
exchange and that reliance may be placed only on the other identification
numbers printed on the Securities; and provided further, however, that failure
to use CUSIP numbers in any notice of redemption or exchange shall not affect
the validity or sufficiency of such notice.

                  Section 311.      Persons Deemed Owners.
                                    ---------------------

                  Prior to due presentment of a Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 309) interest on, such
Security and for all other purposes whatsoever, whether or not such Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any agent of
the Company, any Guarantor or the Trustee shall be affected by notice to the
contrary.

                  Section 312.      Cancellation.
                                    ------------


                  All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall be promptly canceled by it. The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or such
Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 312, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be returned to the Company. The
Trustee shall provide the Company a list of all Securities that have been
canceled from time to time as requested by the Company.

                                      -68-

<PAGE>

                  Section 313.      Computation of Interest.
                                    -----------------------

                  Interest on the Securities shall be computed on the basis of a
360-day year comprised of twelve 30-day months.

                  ARTICLE FOUR  DEFEASANCE AND COVENANT DEFEASANCE

                  Section 401.      Company's Option to Effect Defeasance
                                    -------------------------------------
                                      or Covenant Defeasance.
                                      ----------------------

                  The Company may, at its option by Board Resolution, at any
time, with respect to the Securities, elect to have either Section 402 or
Section 403 be applied to all of the Outstanding Securities (the "Defeased
Securities"), upon compliance with the conditions set forth below in this
Article Four.

                  Section 402.      Defeasance and Discharge.
                                    ------------------------

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 402, the Company, each Guarantor and any other
obligor upon the Securities, if any, shall be deemed to have been discharged
from its obligations with respect to the Defeased Securities on the date the
conditions set forth in Section 404 below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company, each
Guarantor and any other obligor under this Indenture shall be deemed to have
paid and discharged the entire Indebtedness represented by the Defeased
Securities, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 405 and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company and upon Company Request, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of Defeased Securities to receive, solely from the trust fund described
in Section 404 and as more fully set forth in such Section, payments in respect
of the principal of, premium, if any, and interest on, such Securities, when
such payments are due, (b) the Company's obligations with respect to such
Defeased Securities under Sections 304, 305, 308, 1002 and 1003, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including,
without limitation, the Trustee's rights under Section 607, and (d) this Article
Four. Subject to compliance with this Article Four, the Company may exercise its
option under this Section 402 notwithstanding the prior exercise of its option
under Section 403 with respect to the Securities.

                                      -69-

<PAGE>

                  Section 403.      Covenant Defeasance.
                                    -------------------

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 403, the Company and each Guarantor shall be released
from its obligations under any covenant or provision contained or referred to in
Sections 1005 through 1020, inclusive, and the provisions of clause (iii) of
Section 801(a), with respect to the Defeased Securities, on and after the date
the conditions set forth in Section 404 below are satisfied (hereinafter,
"covenant defeasance"), and the Defeased Securities shall thereafter be deemed
to be not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "Outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to the Defeased Securities, the Company and each
Guarantor may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 501(c), (d), (f) or (g) but, except as
specified above, the remainder of this Indenture and such Defeased Securities
shall be unaffected thereby.

                  Section 404.      Conditions to Defeasance or Covenant
                                    ------------------------------------
                                      Defeasance.
                                      ----------

                  The following shall be the conditions to application of either
Section 402 or Section 403 to the Defeased Securities:

                  (1) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities, (a) cash in United
States dollars, (b) U.S. Government Obligations, or (c) a combination thereof,
in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants or a nationally recognized investment
banking firm expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee to pay
and discharge, the principal of, premium, if any, and interest on, the Defeased
Securities, on the Stated Maturity of such principal or interest (or on any date
after August 1, 2003 (such date being referred to as the "Defeasance Redemption
Date") if at or prior to electing to exercise either its option applicable to
Section 402 or its option applicable to Section 403, the Company has delivered
to the Trustee an irrevocable notice to redeem the Defeased Securities on the
Defeasance Redemption Date). For this purpose, "U.S. Government Obligations"
means securities that are (i) direct obligations of the United States of America
for the timely payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is

                                      -70-

<PAGE>

unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a Depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian
with respect to any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such Depositary receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such Depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such Depositary receipt;

                  (2) In the case of an election under Section 402, the Company
shall have delivered to the Trustee an Opinion of Independent Counsel in the
United States stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since July 1, 1998,
there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such Opinion of Independent Counsel in the
United States shall confirm that, the Holders of the Outstanding Securities will
not recognize income, gain or loss for federal income tax purposes as a result
of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred;

                  (3) In the case of an election under Section 403, the Company
shall have delivered to the Trustee an Opinion of Independent Counsel in the
United States to the effect that the Holders of the Outstanding Securities will
not recognize income, gain or loss for federal income tax purposes as a result
of such covenant defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred;

                  (4) No Default or Event of Default shall have occurred and be
continuing on the date of such deposit or insofar as Section 501(h) or (i) is
concerned, at any time during the period ending on the 91st day after the date
of deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period) (other than a Default which
results from the borrowing of amounts to finance the defeasance and which
borrowing does not result in a breach or violation of, or constitute a default,
under any other material agreement or instrument to which the Company or any
Restricted Subsidiary is a party or to which it is bound);

                  (5) Such defeasance or covenant defeasance shall not cause the
Trustee for the Securities to have a conflicting interest in violation of and
for purposes of the Trust Indenture Act with respect to any other securities of
the Company or any Guarantor;

                                      -71-

<PAGE>

                  (6) Such defeasance or covenant defeasance shall not result in
a breach or violation of, or constitute a Default under, this Indenture or any
other material agreement or instrument to which the Company, any Guarantor or
any Restricted Subsidiary is a party or by which it is bound;

                  (7) Such defeasance or covenant defeasance shall not result in
the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended, unless such trust
shall be registered under such Act or exempt from registration thereunder;

                  (8) The Company shall have delivered to the Trustee an Opinion
of Independent Counsel in the United States to the effect that (assuming that no
Holder of any Securities would be considered an insider of the Company under any
applicable bankruptcy or insolvency law) after the 91st day following the
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally;

                  (9) The Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the holders of the Securities or any Guarantee over the
other creditors of the Company or any Guarantor with the intent of defeating,
hindering, delaying or defrauding creditors of the Company, any Guarantor or
others;

                  (10) No event or condition shall exist that would prevent the
Company from making payments of the principal of, premium, if any, and interest
on the Securities on the date of such deposit or at any time ending on the 91st
day after the date of such deposit; and

                  (11) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Independent Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under
Section 402 or the covenant defeasance under Section 403 (as the case may be)
have been complied with.

                  Opinions of Counsel or Opinions of Independent Counsel
required to be delivered under this Section shall be in form and substance
reasonably satisfactory to the Trustee may have qualifications customary for
opinions of the type required and counsel delivering such opinions may rely on
certificates of the Company or government or other officials customary for
opinions of the type required, which certificates shall be limited as to matters
of fact, including that various financial covenants have been complied with.

                  Section 405.      Deposited Money and U.S. Government
                                    -----------------------------------
                                      Obligations to Be Held in Trust; Other
                                      --------------------------------------
                                      Miscellaneous Provisions.
                                      ------------------------

                  Subject to the provisions of the last paragraph of Section
1003, all United States dollars and U.S. Government Obligations (including the
proceeds thereof)

                                      -72-

<PAGE>

deposited with the Trustee pursuant to Section 404 in respect of the Defeased
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (excluding the Company or any of its
Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders
of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 404 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is imposed, assessed or for the account of the Holders of the Defeased
Securities.

                  Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect defeasance or covenant defeasance.

                  Section 406.      Reinstatement.
                                    --------------

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 402 or
403, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities and any Guarantor's obligations under any Guarantee shall be revived
and reinstated, with present and prospective effect, as though no deposit had
occurred pursuant to Section 402 or 403, as the case may be, until such time as
the Trustee or Paying Agent is permitted to apply all such United States dollars
or U.S. Government Obligations in accordance with Section 402 or 403, as the
case may be; provided, however, that if the Company makes any payment to the
Trustee or Paying Agent of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Trustee or Paying
Agent shall promptly pay any such amount to the Holders of the Securities and
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the United States dollars and U.S. Government
Obligations held by the Trustee or Paying Agent.

                                      -73-

<PAGE>



                                  ARTICLE FIVE

                                    REMEDIES

       Section 501. Events of Default.
                    ------------------

                  "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (a) there shall be a default in the payment of any interest on
any Security when it becomes due and payable, and such default shall continue
for a period of 30 days (whether or not prohibited by the subordination
provisions of this Indenture);

                  (b) there shall be a default in the payment of the principal
of (or premium, if any, on) any Security at its Maturity (upon acceleration,
optional or mandatory redemption, required repurchase or otherwise) (whether or
not prohibited by the subordination provisions of this Indenture);

                  (c) (i) there shall be a default in the performance, or
breach, of any covenant or agreement of the Company or any Guarantor under this
Indenture or any Guarantee (other than a default in the performance, or breach,
of a covenant or agreement which is specifically dealt with in clause (a), (b)
or in clause (ii), (iii) or (iv) of this clause (c)) and such default or breach
shall continue for a period of 60 days after written notice (30 days in the case
of a default under Section 1008 or Section 1009 herein) has been given, by
certified mail, (x) to the Company by the Trustee or (y) to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the
outstanding Securities; (ii) there shall be a default in the performance or
breach of the provisions of Article Eight; (iii) the Company shall have failed
to consummate an Offer in accordance with the provisions of Section 1012; or
(iv) the Company shall have failed to consummate a Change of Control Offer in
accordance with the provisions of Section 1014;

                  (d) one or more defaults, individually or in the aggregate,
shall have occurred under any of the agreements, indentures or instruments under
which the Company or any Restricted Subsidiary then has outstanding Indebtedness
in excess of $20 million in principal amount, individually or in the aggregate,
and either (i) such default results from the failure to pay such Indebtedness at
its stated final maturity or (ii) such default or defaults resulted in the
acceleration of the maturity of such Indebtedness;

                  (e) any Guarantee shall for any reason cease to be, or shall
for any reason be asserted in writing by any Guarantor or the Company not to be,
in full force

                                      -74-

<PAGE>
and effect and enforceable in accordance with its terms, except to
the extent contemplated by this Indenture and any such Guarantee;

                  (f) one or more final judgments, orders or decrees (not
subject to appeal) of any court or regulatory or administrative agency for the
payment of money in excess of $20 million, either individually or in the
aggregate (exclusive of any portion of any such payment covered by insurance, if
and to the extent the insurer has acknowledged in writing its liability
therefor), shall be rendered against the Company, any Guarantor or any
Subsidiary or any of their respective properties and shall not be discharged or
fully binded and there shall have been a period of 60 consecutive days during
which a stay of enforcement of such judgment or order, by reason of an appeal or
otherwise, shall not be in effect;

                  (g) any holder or holders of at least $20 million in aggregate
principal amount of Indebtedness of the Company, any Guarantor or any Restricted
Subsidiary after a default under such Indebtedness shall notify the Trustee of
the intended sale or disposition of any assets of the Company, any Guarantor or
any Subsidiary that have been pledged to or for the benefit of such holder or
holders to secure such Indebtedness or shall commence proceedings, or take any
action (including by way of set-off), to retain in satisfaction of such
Indebtedness or to collect on, seize, dispose of or apply in satisfaction of
Indebtedness, assets of the Company, any Guarantor or any Restricted Subsidiary
(including funds on deposit or held pursuant to lock-box and other similar
arrangements);

                  (h) there shall have been the entry by a court of competent
jurisdiction of (i) a decree or order for relief in respect of the Company or
any Significant Restricted Subsidiary in an involuntary case or proceeding under
any applicable Bankruptcy Law or (ii) a decree or order adjudging the Company or
any Significant Restricted Subsidiary bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Significant Restricted Subsidiary under any applicable federal or
state law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or any Significant
Restricted Subsidiary or of any substantial part of their respective properties,
or ordering the winding up or liquidation of their respective affairs, and any
such decree or order for relief shall continue to be in effect, or any such
other decree or order shall be unstayed and in effect, for a period of 60
consecutive days; or

                  (i) (i) the Company or any Significant Restricted Subsidiary
commences a voluntary case or proceeding under any applicable Bankruptcy Law or
any other case or proceeding to be adjudicated bankrupt or insolvent, (ii) the
Company or any Significant Restricted Subsidiary consents to the entry of a
decree or order for relief in respect of the Company or such Significant
Restricted Subsidiary in an involuntary case or proceeding under any applicable
Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, (iii) the Company or any


                                      -75-

<PAGE>

Significant Restricted Subsidiary files a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, (iv) the
Company or any Significant Restricted Subsidiary (1) consents to the filing of
such petition or the appointment of, or taking possession by, a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or such Significant Restricted Subsidiary or of any substantial part of
their respective properties, (2) makes an assignment for the benefit of
creditors or (3) admits in writing its inability to pay its debts generally as
they become due or (v) the Company or any Significant Restricted Subsidiary
takes any corporate action in furtherance of any such actions in this paragraph
(i).

       Section 502.  Acceleration of Maturity; Rescission and Annulment.
                     ---------------------------------------------------

                  If an Event of Default (other than an Event of Default
specified in Sections 501(h) and (i)) shall occur and be continuing with respect
to this Indenture, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities then Outstanding may, and the Trustee at the
request of such Holders shall, declare all unpaid principal of, premium, if any,
and accrued interest on all Securities to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders of
the Securities) and upon any such declaration, such principal, premium, if any,
and interest shall become due and payable immediately. If an Event of Default
specified in clause (h) or (i) of Section 501 occurs and is continuing, then all
the Securities shall ipso facto become and be due and payable immediately in an
amount equal to the principal amount of the Securities, together with accrued
and unpaid interest, if any, to the date the Securities become due and payable,
without any declaration or other act on the part of the Trustee or any Holder.
Thereupon, the Trustee may, at its discretion, proceed to protect and enforce
the rights of the Holders of the Securities by appropriate judicial proceedings.

                  After a declaration of acceleration with respect to the
Securities, but before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in aggregate principal amount of the Securities
Outstanding, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:

                  (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay

                      (i) all sums paid or advanced by the Trustee under this
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel,

                      (ii) all overdue interest on all Outstanding Securities,


                                      -76-

<PAGE>

                      (iii) the principal of and premium, if any, on any
                  Outstanding Securities which have become due otherwise than by
                  such declaration of acceleration and interest thereon at the
                  rate borne by the Securities, and

                      (iv) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate borne by
                  the Securities;

                  (b) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; and

                  (c) all Events of Default, other than the non-payment of
principal of, premium, if any, and interest on the Securities which have become
due solely by such declaration of acceleration, have been cured or waived as
provided in Section 513. No such rescission shall affect any subsequent Default
or impair any right consequent thereon.

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

                  The Company and each Guarantor covenant that if

                  (a) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default continues
for a period of 30 days, or

                  (b) default is made in the payment of the principal of or
premium, if any, on any Security at the Stated Maturity thereof or otherwise,

the Company and such Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and premium, if any, and interest, with
interest upon the overdue principal and premium, if any, and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments
of interest, at the rate borne by the Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

                  If the Company or any Guarantor, as the case may be, fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid and may prosecute such proceeding to
judgment or final decree, and may enforce the same against the Company or any
Guarantor or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company, any Guarantor or any other obligor upon the Securities,
wherever situated.


                                      -77-

<PAGE>
                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders under this Indenture or any Guarantee by such appropriate private
or judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the terms
of a Guarantee, or to enforce any other proper remedy, subject however to
Section 512. No recovery of any such judgment upon any property of the Company
or any Guarantor shall affect or impair any rights, powers or remedies of the
Trustee or the Holders.

       Section 504. Trustee May File Proofs of Claim.
                    ---------------------------------

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor,
including any Guarantor, upon the Securities or the property of the Company or
of such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressedor by declaration or otherwise and irrespective of whether the Trustee
shallhave made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (a) to file and prove a claim for the whole amount of
principal, and premium, if any, and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

                  (b) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of


                                      -78-

<PAGE>

reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

       Section 505. Trustee May Enforce Claims without Possession of Securities.
                    ------------------------------------------------------------

                  All rights of action and claims under this Indenture, the
Securities or the Guarantees may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name and as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

       Section 506. Application of Money Collected.
                    -------------------------------

                  Any money collected by the Trustee pursuant to this Article or
otherwise on behalf of the Holders or the Trustee pursuant to this Article or
through any proceeding or any arrangement or restructuring in anticipation or in
lieu of any proceeding contemplated by this Article shall be applied, subject to
applicable law, in the following order, at the date or datesfixed by the Trustee
and, in case of the distribution of such money on accountof principal, premium,
if any, or interest, upon presentation of the Securitiesand the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
Section 607;

                  SECOND: To the payment of the amounts then due and unpaid upon
the Securities for principal, premium, if any, and interest, in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium, if any, and interest; and

                  THIRD: The balance, if any, to the Person or Persons entitled
thereto, including the Company, provided that all sums due and owing to the
Holders and the Trustee have been paid in full as required by this Indenture.

       Section 507. Limitation on Suits.
                    --------------------

                  No Holder of any Securities shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture or the
Securities, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless


                                      -79-

<PAGE>

                  (a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default;

                  (b) the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as trustee hereunder;

                  (c) such Holder or Holders have offered to the Trustee a
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

                  (d) the Trustee for 15 days after its receipt of such notice,
request and offer (and if requested, provision) of indemnity has failed to
institute any such proceeding; and

                  (e) no direction inconsistent with such written request has
been given to the Trustee during such 15-day period by the Holders of a majority
in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Security or any Guarantee to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
any Security or any Guarantee, except in the manner provided in this Indenture
and for the equal and ratable benefit of all the Holders.

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

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right based on the terms stated herein,
which is absolute and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 309) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repurchase, on the Redemption Date or the repurchase date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

       Section 509. Restoration of Rights and Remedies.
                    -----------------------------------

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture or any Guarantee and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, any Guarantor, any other obligor on the Securities, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former


                                      -80-

<PAGE>

positions hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

       Section 510. Rights and Remedies Cumulative.
                    -------------------------------

                  No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

       Section 511. Delay or Omission Not Waiver.
                    -----------------------------

                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

       Section 512. Control by Holders.
                    -------------------

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities shall have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, provided that

                  (a) such direction shall not be in conflict with any rule of
law or with this Indenture (including, without limitation, Section 507) or any
Guarantee, expose the Trustee to personal liability, or be unduly prejudicial to
Holders not joining therein; and

                  (b) subject to the provisions of Section 315 of the Trust
Indenture Act, the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

       Section 513. Waiver of Past Defaults.
                    ------------------------

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all
Outstanding Securities waive any past Default hereunder and its consequences,
except a Default


                                      -81-

<PAGE>

                  (a) in the payment of the principal of, premium, if any, or
interest on any Security (which may only be waived with the consent of each
Holder of the Securities affected); or

                  (b) in respect of a covenant or a provision hereof which under
this Indenture cannot be modified or amended without the consent of the Holder
of each Security Outstanding affected by such modification or amendment.

                  Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

       Section 514. Undertaking for Costs.
                    ----------------------

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest on, any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

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

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


                                      -82-

<PAGE>

       Section 516. Remedies Subject to Applicable Law.
                    -----------------------------------

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

                                   ARTICLE SIX

                                  THE TRUSTEE

       Section 601. Duties of Trustee.
                    ------------------

                  Subject to the provisions of Trust Indenture Act Sections
315(a) through 315(d):

                  (a) if a Default or an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture and use the same degree of care and skill in its exercise
thereof as a prudent person would exercise or use under the circumstances in the
conduct of his own affairs;

                  (b) except during the continuance of a Default or an Event of
Default:

                      (1) the Trustee need perform only those duties as are
                  specifically set forth in this Indenture and no covenants or
                  obligations shall be implied in this Indenture that are
                  adverse to the Trustee; and

                      (2) in the absence of bad faith or willful misconduct on
                  its part, the Trustee may conclusively rely, as to the truth
                  of the statements and the correctness of the opinions
                  expressed therein, upon certificates or opinions furnished to
                  the Trustee and conforming to the requirements of this
                  Indenture. However, the Trustee shall examine the certificates
                  and opinions to determine whether or not they conform to the
                  requirements of this Indenture;

                  (c) the Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                      (1) this Subsection (c) does not limit the effect of
                  Subsection (b) of this Section 601;


                                      -83-

<PAGE>

                           (2) the Trustee shall not be liable for any error of
                  judgment made in good faith by a Responsible Officer, unless
                  it is proved that the Trustee was negligent in ascertaining
                  the pertinent facts; and

                           (3) the Trustee shall not be liable with respect to
                  any action it takes or omits to take in good faith, in
                  accordance with a direction of the Holders of a majority in
                  principal amount of Outstanding Securities relating to the
                  time, method and place of conducting any proceeding for any
                  remedy available to the Trustee, or exercising any trust or
                  power confirmed upon the Trustee under this Indenture;

                  (d) no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it;

                  (e) whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
Subsections (a), (b), (c) and (d) and (f) of this Section 601; and

                  (f) the Trustee shall not be liable for interest on any money
or assets received by it except as the Trustee may agree with the Company.
Assets held in trust by the Trustee need not be segregated from other assets
except to the extent required by law.

       Section 602. Notice of Defaults.
                    -------------------

                  Within 30 days after a Responsible Officer of the Trustee
receives notice of the occurrence of any Default, the Trustee shall transmit by
mail to all Holders and any other Persons entitled to receive reports pursuant
to Section 313(c) of the Trust Indenture Act, as their names and addresses
appear in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

       Section 603. Certain Rights of Trustee.
                    --------------------------

                  Subject to the provisions of Section 601 hereof and Trust
Indenture Act Sections 315(a) through 315(d):

                  (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon receipt by it of any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other


                                      -84-

<PAGE>

evidence of Indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;



                  (c) the Trustee may consult with counsel of its selection and
any advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon in accordance with such
advice or Opinion of Counsel;

                  (d) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred
therein;

                  (e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than any
liabilities arising out of the negligence, bad faith or willful misconduct of
the Trustee;

                  (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval, appraisal, bond, debenture, note, coupon, security or other paper or
document unless requested in writing to do so by the Holders of not less than a
majority in aggregate principal amount of the Securities then Outstanding;
provided that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such investigation
so requested by the Holders of not less than 25% in aggregate principal amount
of the Securities Outstanding shall be paid by the Company or, if paid by the
Trustee or any predecessor Trustee, shall be repaid by the Company upon demand;
provided, further, the Trustee in its discretion may make such further inquiry
or investigation into such facts or matters as it may deem fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; and

                  (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the


                                      -85-

<PAGE>

Trustee shall not be responsible for any misconduct or negligence on the part of
any agent or attorney appointed with due care by it hereunder.

                  (h) Except with respect to Section 1001, the Trustee shall
have no duty to inquire as to the performance of the Company with respect to the
covenants contained in Article 10. In addition, the Trustee shall not be deemed
to have knowledge of an Event of Default except (i) any Default or Event of
Default occurring pursuant to Sections 1001, 501(a) or 50l(b) or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.

                  (i) Delivery of reports, information and documents to the
Trustee under Section 1019 is for informational purposes only and the Trustee's
receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of their covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

       Section 604. Trustee Not Responsible for Recitals, Dispositions of
                    -----------------------------------------------------
                    Securities or Application of Proceeds Thereof.
                    ----------------------------------------------

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Guarantors, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in any Statement of Eligibility and Qualification on Form
T-1 supplied to the Company are true and accurate subject to the qualifications
set forth therein. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

       Section 605. Trustee and Agents May Hold Securities; Collections; etc.
                    ---------------------------------------------------------

                  The Trustee, any Paying Agent, Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities, with the same rights it would have if it were
not the Trustee, Paying Agent, Security Registrar or such other agent and,
subject to Trust Indenture Act Sections 310 and 311, may otherwise deal with the
Company and receive, collect, hold and retain collections from the Company with
the same rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.


                                      -86-

<PAGE>

       Section 606. Money Held in Trust.
                    --------------------

                  All moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Except for funds or securities
deposited with the Trustee pursuant to Article Four, the Trustee shall be
required to invest all moneys received by the Trustee, until used or applied as
herein provided, in Temporary Cash Investments in accordance with the directions
of the Company.

       Section 607. Compensation and Indemnification of Trustee and Its Prior
                    ---------------------------------------------------------
                    Claim.
                    ------

                  The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such compensation as the
parties shall agree in writing from time to time for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and the Company
covenants and agrees to pay or reimburse the Trustee and each predecessor
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence, bad faith or willful misconduct. The Company also
covenants and agrees to indemnify the Trustee and each predecessor Trustee for,
and to hold it harmless against, any claim, loss, liability, tax, assessment or
other governmental charge (other than taxes applicable to the Trustee's
compensation hereunder) or expense incurred without negligence, bad faith or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including enforcement of this Section 607 and also including
any liability which the Trustee may incur as a result of failure to withhold,
pay or report any tax, assessment or other governmental charge, and the costs
and expenses of defending itself against or investigating any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section 607 to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for reasonable expenses, disbursements
and advances shall constitute an additional obligation hereunder and shall
survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee and each predecessor Trustee.

                                      -87-

<PAGE>

       Section 608. Conflicting Interests.
                    ----------------------

                  The Trustee shall comply with the provisions of Section 310(b)
of the Trust Indenture Act.


       Section 609. Trustee Eligibility.
                    --------------------

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 310(a) and is a
member of a bank holding company which shall have a combined capital and surplus
of at least $250,000,000, to the extent there is an institution eligible and
willing to serve. If the Trustee does not have a Corporate Trust Office in The
City of New York, the Trustee may appoint an agent in The City of New York
reasonably acceptable to the Company to conduct any activities which the Trustee
may be required under this Indenture to conduct in The City of New York. If such
Trustee publishes reports of condition at least annually, pursuant to law or to
the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 609,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 609, the Trustee shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

       Section 610. Resignation and Removal; Appointment of Successor Trustee.
                    ----------------------------------------------------------

                  (a) No resignation or removal of the Trustee and no
appointment of a successor trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor trustee under
Section 611.

                  (b) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice thereof to the
Company no later than 20 Business Days prior to the proposed date of
resignation. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument executed by authority
of the Board of Directors of the Company, a copy of which shall be delivered to
the resigning Trustee and a copy to the successor trustee. If an instrument of
acceptance by a successor trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may, or any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint and prescribe a successor trustee.


                                      -88-

<PAGE>

                  (c) The Trustee may be removed at any time for any cause or
for no cause by an Act of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company.

                  (d) If at any time:

                      (1) the Trustee shall fail to comply with the provisions
                  of Trust Indenture Act Section 310(b) after written request
                  therefor by the Company or by any Holder who has been a bona
                  fide Holder of a Security for at least six months,

                      (2) the Trustee shall cease to be eligible under Section
                  609 and shall fail to resign after written request therefor by
                  the Company or by any Holder who has been a bona fide Holder
                  of a Security for at least six months, or

                      (3) the Trustee shall become incapable of acting or shall
                  be adjudged a bankrupt or insolvent, or a receiver of the
                  Trustee or of its property shall be appointed or any public
                  officer shall take charge or control of the Trustee or of its
                  property or affairs for the purpose of rehabilitation,
                  conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, the Holder of any Security who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor trustee and shall comply with the applicable requirements of Section
611. If, within 60 days after such resignation, removal or incapability, or the
occurrence of such vacancy, the Company has not appointed a successor Trustee, a
successor trustee shall be appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Company and the
retiring Trustee. Such successor trustee so appointed shall forthwith upon its
acceptance of such appointment become the successor trustee and supersede the
successor trustee appointed by the Company. If no successor trustee shall have
been so appointed by the Company or the Holders of the Securities and accepted
appointment in the manner hereinafter provided, the Trustee or the Holder of any
Security who has been a bona fide Holder for at least six months may, subject to
Section 514, on behalf of


                                      -89-

<PAGE>

himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor trustee.



                  (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor trustee and the
address of its Corporate Trust Office or agent hereunder.

       Section 611. Acceptance of Appointment by Successor.
                    ---------------------------------------

                  Every successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee as if originally named as
Trustee hereunder; but, nevertheless, on the written request of the Company or
the successor trustee, upon payment of its charges pursuant to Section 607 then
unpaid, such retiring Trustee shall pay over to the successor trustee all moneys
at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers.

                  No successor trustee with respect to the Securities shall
accept appointment as provided in this Section 611 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 609.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 611, the Company shall give notice thereof to the
Holders of the Securities, by mailing such notice to such Holders at their
addresses as they shall appear on the Security Register. If the acceptance of
appointment is substantially contemporaneous with the appointment, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 610. If the Company fails to give such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Company.


                                      -90-

<PAGE>

       Section 612. Merger, Conversion, Consolidation or Succession to Business.
                    ------------------------------------------------------------

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee (including the trust created by this
Indenture) shall be the successor of the Trustee hereunder, provided that such
corporation shall be eligible under Trust Indenture Act Section 310(a) and this
Article Six and shall have a combined capital and surplus of at least
$250,000,000 and have a Corporate Trust Office or an agent selected in
accordance with Section 609, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor trustee; and in all such cases such certificate
shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided that
the right to adopt the certificate of authentication of any predecessor Trustee
or to authenticate Securities in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.

       Section 613. Preferential Collection of Claims Against Company.
                    --------------------------------------------------

                  If and when the Trustee shall be or become a creditor of the
Company (or other obligor under the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). A Trustee who has resigned or
been removed shall be subject to Trust Indenture Act Section 311(a) to the
extent indicated therein.

                                       -91-

<PAGE>


                                  ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


                   Section 701. Company to Furnish Trustee Names and Addresses
                               ------------------------------------------------
 of Holders.
 -----------
                   The Company will furnish or cause to be furnished to the
Trustee


                   (a) semiannually, not more than 10 days after each Regular
Record Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date; and


                   (b) at such other times as the Trustee may reasonably request
in writing, within 30 days after receipt by the Company of any such request, a
list of similar form and content to that in subsection (a) hereof as of a date
not more than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

                   Section 702. Disclosure of Names and Addresses of Holders.
                                ---------------------------------------------

                   Holders may communicate pursuant to Trust Indenture Act
Section 312(b) with other Holders with respect to their rights under this
Indenture or the Securities, and the Trustee shall comply with Trust Indenture
Act Section 312(b). The Company, the Trustee, the Security Registrar and any
other Person shall have the protection of Trust Indenture Act Section 312(c).
Further, every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
Trust Indenture Act Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Trust Indenture
Act Section 312.

                   Section 703. Reports by Trustee.
                              -------------------

                   (a) Within 60 days after May 15 of each year commencing with
the first May 15 after the issuance of Securities, the Trustee, if so required
under the Trust Indenture Act, shall transmit by mail to all Holders, in the
manner and to the extent provided in Trust Indenture Act Section 313(c), a brief
report dated as of such May 15 in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(a). The Trustee shall also
transmit by mail to all Holders, in the manner and to the extent provided in
Trust Indenture Act Section 313(c), a brief report in accordance with and with
respect to the matters required by Trust Indenture Act Section 313(b)(2).


                                       -92-

<PAGE>

                   (b) A copy of each report transmitted to Holders pursuant to
this Section 703 shall, at the time of such transmission, be mailed to the
Company and filed with each stock exchange, if any, upon which the Securities
are listed and also with the Commission. The Company will notify the Trustee
promptly if the Securities are listed on any stock exchange.

                   Section 704. Reports by Company and Guarantors.
                                ----------------------------------

                  The Company and each Guarantor, as the case may be, shall:

                   (a) file with the Trustee, within 15 days after the Company
or any Guarantor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company or any Guarantor may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company or any
Guarantor, as the case may be, is not required to file information, documents or
reports pursuant to either of said Sections, then it shall (i) deliver to the
Trustee annual audited financial statements of the Company and its Subsidiaries,
prepared on a Consolidated basis in conformity with GAAP, within 120 days after
the end of each fiscal year of the Company, and (ii) file with the Trustee and,
to the extent permitted by law, the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

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

                   (c) within 15 days after the filing thereof with the Trustee,
transmit by mail to all Holders in the manner and to the extent provided in
Trust Indenture Act Section 313(c), such summaries of any information, documents
and reports required to be filed by the Company or any Guarantor, as the case
may be, pursuant to Section 1019 hereunder and subsections (a) and (b) of this
Section as are required by rules and regulations prescribed from time to time by
the Commission.


                                       -93-

<PAGE>

                                  ARTICLE EIGHT

                     CONSOLIDATION, MERGER, SALE OF ASSETS

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


                   (a) The Company will not, in a single transaction or through
a series of related transactions, consolidate with or merge with or into any
other Person or sell, assign, convey, transfer, lease or otherwise dispose of
all or substantially all of its properties and assets to any Person or group of
Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or series of related transactions if such transaction or series of
related transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company and its Restricted Subsidiaries on a
Consolidated basis to any other Person or group of Persons, unless at the time
and after giving effect thereto:

                            (i) either (a) the Company will be the continuing
                  corporation (in the case of a consolidation or merger
                  involving the Company) or (b) the Person (if other than the
                  Company) formed by such consolidation or into which the
                  Company is merged or the Person which acquires by sale,
                  assignment, conveyance, transfer, lease or disposition all or
                  substantially all of the properties and assets of the Company
                  and its Restricted Subsidiaries on a Consolidated basis (the
                  "Surviving Entity") will be a corporation duly organized and
                  validly existing under the laws of the United States of
                  America, any state thereof or the District of Columbia and
                  such Person expressly assumes, by a supplemental indenture, in
                  a form reasonably satisfactory to the Trustee, all the
                  obligations of the Company under the Securities and this
                  Indenture and the Registration Rights Agreement, as the case
                  may be, and the Securities and this Indenture and the
                  Registration Rights Agreement will remain in full force and
                  effect as so supplemented;

                            (ii) immediately before and immediately after giving
                  effect to such transaction on a pro forma basis (and treating
                  any Indebtedness not previously an obligation of the Company
                  or any of its Restricted Subsidiaries which becomes the
                  obligation of the Company or any of its Restricted
                  Subsidiaries as a result of such transaction as having been
                  incurred at the time of such transaction), no Default or Event
                  of Default will have occurred and be continuing;


                            (iii) immediately before and immediately after
                  giving effect to such transaction on a pro forma basis (on the
                  assumption that the transaction occurred on the first day of
                  the four-quarter period for which


                                       -94-

<PAGE>

                  financial statements are available ending immediately prior to
                  the consummation of such transaction with the appropriate
                  adjustments with respect to the transaction being included in
                  such pro forma calculation), the Company (or the Surviving
                  Entity if the Company is not the continuing obligor hereunder)
                  could incur $1.00 of additional Indebtedness (other than
                  Permitted Indebtedness) under Section 1008;

                           (iv) at the time of the transaction, each Guarantor,
                  if any, unless it is the other party to the transactions
                  described above, will have by supplemental indenture confirmed
                  that its Guarantee shall apply to such Person's obligations
                  under this Indenture and under the Securities;

                           (v) at the time of the transaction if any of the
                  property or assets of the Company or any of its Restricted
                  Subsidiaries would thereupon become subject to any Lien, the
                  provisions of Section 1011 are complied with; and

                           (vi) at the time of the transaction the Company or
                  the Surviving Entity will have delivered, or caused to be
                  delivered, to the Trustee, in form and substance reasonably
                  satisfactory to the Trustee, an Officers' Certificate and an
                  Opinion of Counsel, each to the effect that such
                  consolidation, merger, transfer, sale, assignment, conveyance,
                  transfer, lease or other transaction and the supplemental
                  indenture in respect thereof comply with this Indenture and
                  that all conditions precedent herein provided for relating to
                  such transaction have been complied with.

                  (b) Each Guarantor will not, and the Company will not permit a
Guarantor to, in a single transaction or through a series of related
transactions, consolidate with or merge with or into any other Person (other
than the Company or any Guarantor) or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets on a
Consolidated basis to any Person or group of Persons (other than the Company or
any Guarantor), or permit any of its Restricted Subsidiaries to enter into any
such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis
to any other Person or group of Persons (other than the Company or any
Guarantor), unless at the time and after giving effect thereto:

                           (i) either (1) the Guarantor will be the continuing
                  corporation (in the case of a consolidation or merger
                  involving the Guarantor) or (2) the Person (if other than the
                  Guarantor) formed by such consolidation or into which such
                  Guarantor is merged or the Person which acquires by sale,
                  assignment, conveyance, transfer, lease or disposition all or
                  substantially all

                                       -95-

<PAGE>

                  of the properties and assets of the Guarantor and its
                  Restricted Subsidiaries on a Consolidated basis (the
                  "Surviving Guarantor Entity") is duly organized and validly
                  existing under the laws of the United States of America, any
                  state thereof or the District of Columbia and such Person
                  expressly assumes, by a supplemental indenture, in a form
                  satisfactory to the Trustee, all the obligations of such
                  Guarantor under its Guarantee of the Securities and this
                  Indenture and the Registration Rights Agreement and such
                  Guarantee, Indenture and Registration Rights Agreement will
                  remain in full force and effect;

                           (ii) immediately before and immediately after giving
                  effect to such transaction, on a pro forma basis, no Default
                  or Event of Default will have occurred and be continuing; and

                           (iii) at the time of the transaction such Guarantor
                  or the Surviving Guarantor Entity will have delivered, or
                  caused to be delivered, to the Trustee, in form and substance
                  reasonably satisfactory to the Trustee, an Officers'
                  Certificate and an Opinion of Counsel, each to the effect that
                  such consolidation, merger, transfer, sale, assignment,
                  conveyance, lease or other transaction and the supplemental
                  indenture in respect thereof comply with this Indenture and
                  that all conditions precedent therein provided for relating to
                  such transaction have been complied with.

                  (c) Notwithstanding the foregoing, the provisions of Section
801(b) shall not apply to any Guarantor whose Guarantee of the Notes is
unconditionally released and discharged in accordance with paragraph (c) under
Section 1013.

                  Section 802.  Successor Substituted.
                                ----------------------

                  Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company or any Guarantor, if any, in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company or such Guarantor, as the case may be, is merged or the
successor Person to which such sale, assignment, conveyance, transfer, lease or
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be,
under this Indenture, the Securities and/or the related Guarantee, as the case
may be, with the same effect as if such successor had been named as the Company
or such Guarantor, as the case may be, herein, in the Securities and/or in the
Guarantee, as the case may be, and the Company or such Guarantor, as the case
may be, shall be discharged from all obligations and covenants under this
Indenture and the Securities or its Guarantee, as the case may be; provided that
in the case of a transfer by lease or a sale of substantially all of the assets
of the Company or a Guarantor that results in the sale, assignment, conveyance,
transfer or other disposition of assets constituting or accounting for less than



                                       -96-

<PAGE>
95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of
the Company or such Guarantor, as the case may be, the predecessor shall not be
released from the payment of principal and interest on the Securities or its
Guarantee, as the case may be.

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

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


                  Without the consent of any Holders, the Company, the
Guarantors, if any, and any other obligor under the Securities when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto or agreements or other
instruments with respect to this Indenture, the Securities or any Guarantee, in
form and substance satisfactory to the Trustee, for any of the following
purposes:

                  (a) to evidence the succession of another Person to the
Company or a Guarantor or any other obligor upon the Securities, and the
assumption by any such successor of the covenants of the Company or such
Guarantor or obligor herein and in the Securities and in any Guarantee in
accordance with Article Eight;

                  (b) to add to the covenants of the Company, any Guarantor or
any other obligor upon the Securities for the benefit of the Holders, or to
surrender any right or power conferred upon the Company or any Guarantor or any
other obligor upon the Securities, as applicable, herein, in the Securities or
in any Guarantee;

                  (c) to cure any ambiguity, or to correct or supplement any
provision herein or in any supplemental indenture, the Securities or any
Guarantee which may be defective or inconsistent with any other provision herein
or in the Securities or any Guarantee or to make any other provisions with
respect to matters or questions arising under this Indenture, the Securities or
the Guarantees; provided that, in each case, such provisions shall not adversely
affect the interest of the Holders;

                  (d) to comply with the requirements of the Commission in order
to effect or maintain the qualification of this Indenture under the Trust
Indenture Act, as contemplated by Section 905 or otherwise;

                  (e)  to add a Guarantor pursuant to the requirements of
Section 1013 hereof or otherwise;

                                       -97-

<PAGE>
                  (f)  to evidence and provide the acceptance of the appointment
of a successor Trustee hereunder; or

                  (g) to mortgage, pledge, hypothecate or grant a security
interest in favor of the Trustee for the benefit of the Holders as additional
security for the payment and performance of the Company's or any Guarantor's
Indenture Obligations, in any property, or assets, including any of which are
required to be mortgaged, pledged or hypothecated, or in which a security
interest is required to be granted to the Trustee pursuant to this Indenture or
otherwise.

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

                  Except as permitted by Section 901, with the consent of the
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities, by Act of said Holders delivered to the Company, each Guarantor, if
any, and the Trustee, the Company and each Guarantor (if a party thereto) when
authorized by Board Resolutions, and the Trustee may (i) enter into an indenture
or indentures supplemental hereto or agreements or other instruments with
respect to any Guarantee in form and substance satisfactory to the Trustee, for
the purpose of adding any provisions to or amending, modifying or changing in
any manner or eliminating any of the provisions of this Indenture, the
Securities or any Guarantee (including but not limited to, for the purpose of
modifying in any manner the rights of the Holders under this Indenture, the
Securities or any Guarantee) or (ii) waive compliance with any provision in this
Indenture, the Securities or any Guarantee (other than waivers of past Defaults
covered by Section 513 and waivers of covenants which are covered by Section
1021); provided, however, that no such supplemental indenture, agreement or
instrument shall, without the consent of the Holder of each Outstanding Security
affected thereby:

                  (a) change the Stated Maturity of the principal of, or any
installment of interest on, or change to an earlier date any Redemption Date of,
or waive a default in the payment of the principal of, premium, if any, or
interest on, any such Security or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
change the coin or currency in which the principal of any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date);

                  (b) amend, change or modify the obligation of the Company to
make and consummate an Offer with respect to any Asset Sale or Asset Sales in
accordance with Section 1012 or the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of Control in
accordance with Section 1014, including, in each case, amending, changing or
modifying any definitions relating thereto but only to the extent such
definitions relate thereto;

                                       -98-

<PAGE>
                  (c) reduce the percentage in principal amount of the
Outstanding Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver or compliance with certain provisions of this Indenture;

                  (d) modify any of the provisions of this Section 902 or
Section 513 or 1021, except to increase the percentage of such Outstanding
Securities required for any such actions or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each such Security affected thereby;

                  (e) except as otherwise permitted under Article Eight, consent
to the assignment or transfer by the Company or any Guarantor of any of its
rights and obligations hereunder; or

                  (f) amend or modify any of the provisions of this Indenture in
any manner which subordinates the Securities issued hereunder in right of
payment to any other Indebtedness of the Company or which subordinates any
Guarantee in right of payment to any other Indebtedness of the Guarantor issuing
such Guarantee.

                  Upon the written request of the Company and each Guarantor, if
any, accompanied by a copy of Board Resolutions authorizing the execution of any
such supplemental indenture or Guarantee, and upon the filing with the Trustee
of evidence of the consent of Holders as aforesaid, the Trustee shall join with
the Company and each Guarantor in the execution of such supplemental indenture
or Guarantee.

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

                  Section 903.  Execution of Supplemental Indentures and
                                -----------------------------------------
Agreements.
-----------

                  In executing, or accepting the additional trusts created by,
any supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 603(a) hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (a) is authorized or permitted by this Indenture and (b) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Restricted Subsidiary.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement or instrument which affects the Trustee's own rights,
duties or immunities under this Indenture, any Guarantee or otherwise.

                                       -99-

<PAGE>
       Section 904. Effect of Supplemental Indentures.
                    ----------------------------------

                   Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

       Section 905. Conformity with Trust Indenture Act.
                    -----------------------------------

                  Every supplemental indenture executed pursuant to this Article
Nine shall conform to the requirements of the Trust Indenture Act as then in
effect.

       Section 906. Reference in Securities to Supplemental
                    ---------------------------------------
                    Indentures.
                    -----------

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and each Guarantor and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

       Section 907. Notice of Supplemental Indentures.
                    ----------------------------------

                  Promptly after the execution by the Company, any Guarantor and
the Trustee of any supplemental indenture pursuant to the provisions of Section
902, the Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

                                   ARTICLE TEN

                                   COVENANTS

       Section 1001. Payment of Principal, Premium and Interest.
                     -------------------------------------------

                  The Company shall duly and punctually pay the principal of,
premium, if any, and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

                                      -100-

<PAGE>
                  Section 1002. Maintenance of Office or Agency.
                                --------------------------------

                  The Company shall maintain an office or agency where
Securities may be presented or surrendered for payment. The Company also will
maintain in The City of New York an office or agency where Securities may be
surrendered for registration of transfer, redemption or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of the Trustee, at its Corporate Trust
Office initially located at 100 Wall Street, 20th Floor, New York, New York
10005, will be such office or agency of the Company, unless the Company shall
designate and maintain some other office or agency for one or more of such
purposes. The Company will give prompt written notice to the Trustee of the
location and any change in the location of any such offices or agencies. If at
any time the Company shall fail to maintain any such required offices or
agencies or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
office of the Trustee and the Company hereby appoints the Trustee such agent as
its agent to receive all such presentations, surrenders, notices and demands.

                  The Company may from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the Securities
may be presented or surrendered for any or all such purposes, and may from time
to time rescind such designation. The Company will give prompt written notice to
the Trustee of any such designation or rescission and any change in the location
of any such office or agency.

                  The Trustee shall initially act as Paying Agent for the
Securities.

                  Section 1003. Money for Security Payments to Be Held in Trust.
                                ------------------------------------------------

                  If the Company or any of its Affiliates shall at any time act
as Paying Agent, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, segregate and hold in
trust for the benefit of the Holders entitled thereto a sum sufficient to pay
the principal, premium, if any, or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee of its action or failure so to act.

                  If the Company or any of its Affiliates is not acting as
Paying Agent, the Company will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, deposit with a Paying
Agent a sum in same day funds sufficient to pay the principal, premium, if any,
or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of such
action or any failure so to act.

                  If the Company is not acting as Paying Agent, the Company will
cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument

                                       -101-

<PAGE>

in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will:

                  (a) hold all sums held by it for the payment of the principal
of, premium, if any, or interest on the Securities in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

                  (b) give the Trustee notice of any Default by the Company or
any Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal, premium, if any, or interest on the Securities;

                  (c) at any time during the continuance of any such Default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent; and

                  (d) acknowledge, accept and agree to comply in all aspects
with the provisions of this Indenture relating to the duties, rights and
liabilities of such Paying Agent.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on any Security and remaining unclaimed for two years after
such principal and premium, if any, or interest has become due and payable shall
promptly be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
                                                          ---------------    ---
Wall Street Journal (national edition), and mail to each such Holder, notice
-------------------
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification,
publication and mailing, any unclaimed balance of such money then remaining will
promptly be repaid to the Company.

                                       -102-

<PAGE>
                  Section 1004. Corporate Existence.
                                --------------------

                  Subject to Article Eight, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence and related rights and franchises (charter and statutory) of
the Company and each Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve any such right or franchise or the corporate
existence of any such Restricted Subsidiary if the Board of Directors of the
Company shall determine that the preservation thereof is no longer necessary or
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries as a whole; and provided, further, however, that the foregoing
shall not prohibit a sale, transfer or conveyance of a Restricted Subsidiary or
any of its assets in compliance with the terms of this Indenture.

                  Section 1005. Payment of Taxes and Other Claims.
                                ----------------------------------

                  The Company shall pay or discharge or cause to be paid or
discharged, on or before the date the same shall become due and payable, (a) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any of its Restricted Subsidiaries shown to be due on any return of the
Company or any of its Restricted Subsidiaries or otherwise assessed or upon the
income, profits or property of the Company or any of its Restricted Subsidiaries
if failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to
perform its obligations hereunder and (b) all lawful claims for labor, materials
and supplies, which, if unpaid, would by law become a Lien upon the property of
the Company or any of its Restricted Subsidiaries, except for any Lien permitted
to be incurred under Section 1011, if failure to pay or discharge the same could
reasonably be expected to have a material adverse effect on the ability of the
Company or any Guarantor to perform its obligations hereunder; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and in respect of which
appropriate reserves (in the good faith judgment of management of the Company)
are being maintained in accordance with GAAP.

                  Section 1006. Maintenance of Properties.
                                --------------------------

                  The Company shall cause all material properties owned by the
Company or any of its Restricted Subsidiaries or used or held for use in the
conduct of its business or the business of any of its Restricted Subsidiaries to
be maintained and kept in good condition, repair and working order (ordinary
wear and tear excepted) and supplied with all necessary equipment and will cause
to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the reasonable judgment of the Company may be
consistent with sound business practice and necessary so that the business
carried on in connection therewith may be properly conducted at all times;


                                       -103-

<PAGE>
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the maintenance of any of such properties if such discontinuance
is, in the reasonable judgment of the Company, desirable in the conduct of its
business or the business of any of its Restricted Subsidiaries; and provided,
further, however, that the foregoing shall not prohibit a sale, transfer or
conveyance of a Restricted Subsidiary or any of its properties or assets in
compliance with the terms of this Indenture.

                  Section 1007. Maintenance of Insurance.
                                -------------------------

                  The Company shall at all times keep all of its and its
Restricted Subsidiaries' properties which are of an insurable nature insured
with insurers, believed by the Company in good faith to be financially sound and
responsible, against loss or damage to the extent that property of similar
character is usually so insured by corporations similarly situated and owning
like properties in the same general geographic areas in which the Company and
its Restricted Subsidiaries operate, except where the failure to do so could not
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), earnings, business affairs or prospects of the Company
and its Restricted Subsidiaries, taken as a whole.

                  Section 1008. Limitation on Indebtedness.
                                ---------------------------

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise
in any manner become directly or indirectly liable for the payment of or
otherwise incur, contingently or otherwise (collectively, "incur"), any
Indebtedness (including any Acquired Indebtedness), unless such Indebtedness is
incurred by the Company or any Guarantor or constitutes Acquired Indebtedness of
a Restricted Subsidiary and, in each case, the Company's Consolidated Fixed
Charge Coverage Ratio for the most recent four full fiscal quarters for which
financial statements are available immediately preceding the incurrence of such
Indebtedness taken as one period is at least equal to or greater than 2.00:1.

                  Notwithstanding the foregoing, the Company and, to the extent
specifically set forth below, the Restricted Subsidiaries may incur each and all
of the following (collectively, the "Permitted Indebtedness"):

                  (i) Indebtedness of the Company and the Guarantors under the
Revolving Facility (including any refinancing (as defined below) thereof) in an
aggregate principal amount at any one time outstanding not to exceed the greater
of (a) $75 million or (b) 20% of the Company's Consolidated Tangible Assets, in
any case under the Revolving Facility (including any refinancing thereof) or in
respect of letters of credit thereunder;

                  (ii) Indebtedness of the Company and the Guarantors under any
Inventory Facility.

                                       -104-

<PAGE>
                  (iii) Indebtedness of the Company pursuant to the Series B
Securities and Indebtedness of any Guarantor pursuant to a guarantee of the
Series B Securities;

                  (iv) Indebtedness of the Company or any Restricted Subsidiary
outstanding on July 31, 1998, and listed on a schedule to the B Indenture and
not otherwise referred to in this definition of Permitted Indebtedness;

                  (v) Indebtedness of the Company owing to a Restricted
Subsidiary; provided that any Indebtedness of the Company owing to a Restricted
Subsidiary that is not a Guarantor is made pursuant to an intercompany note in
the form attached as Annex A to this Indenture and is unsecured and subordinated
in right of payment from and after such time as the Securities shall become due
and payable (whether at Stated Maturity, acceleration or otherwise) to the
payment and performance of the Company's obligations under the Securities;
provided, further, that any disposition, pledge or transfer of any such
Indebtedness to a Person (other than a disposition, pledge or transfer to a
Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness
by the Company or other obligor not permitted by this clause (v);

                  (vi) Indebtedness of a Wholly Owned Restricted Subsidiary
owing to the Company or another Wholly Owned Restricted Subsidiary; provided
that any such Indebtedness is made pursuant to an intercompany note in the form
attached as Annex A to this Indenture; provided, further, that (a) any
disposition, pledge or transfer of any such Indebtedness to a Person (other than
a disposition, pledge or transfer to the Company or a Wholly Owned Restricted
Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the
obligor not permitted by this clause (vi), and (b) any transaction pursuant to
which any Wholly Owned Restricted Subsidiary, which has Indebtedness owing to
the Company or any other Wholly Owned Restricted Subsidiary, ceases to be a
Wholly Owned Restricted Subsidiary shall be deemed to be the incurrence of
Indebtedness by such Wholly Owned Restricted Subsidiary that is not permitted by
this clause (vi);

                  (vii) guarantees of any Restricted Subsidiary made in
accordance with the provisions of Section 1013;

                  (viii) obligations of the Company or any Guarantor entered
into in the ordinary course of business (a) pursuant to Interest Rate Agreements
designed to protect the Company or any Restricted Subsidiary against
fluctuations in interest rates in respect of Indebtedness of the Company or any
Restricted Subsidiary as long as such obligations do not exceed the aggregate
principal amount of such Indebtedness then outstanding, (b) under any Currency
Hedging Agreements, relating to (i) Indebtedness of the Company or any
Restricted Subsidiary and/or (ii) obligations to purchase or sell assets or
properties, in each case, incurred in the ordinary course of business of the
Company or any Restricted Subsidiary; provided, however, that such Currency
Hedging Agreements do not increase the Indebtedness or other obligations of the
Company or any Restricted

                                       -105-

<PAGE>

Subsidiary outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder or (c) under any Commodity Price Protection Agreements which
do not increase the amount of Indebtedness or other obligations of the Company
or any Restricted Subsidiary outstanding other than as a result of fluctuations
in commodity prices or by reason of fees, indemnities and compensation payable
thereunder;

                  (ix) Indebtedness of the Company or any Restricted Subsidiary
represented by Capital Lease Obligations or Purchase Money Obligations or other
Indebtedness incurred or assumed in connection with the acquisition or
development of real or personal, movable or immovable, property in each case
incurred for the purpose of financing or refinancing all or any part of the
purchase price or cost of construction or improvement of property used in the
business of the Company, in an aggregate principal amount pursuant to this
clause (ix) not to exceed $20 million outstanding at any time; provided that the
principal amount of any Indebtedness permitted under this clause (ix) did not in
each case at the time of incurrence exceed the Fair Market Value, as determined
by the Board of Directors of the Company in good faith, of the acquired or
constructed asset or improvement so financed;

                  (x) obligations arising from agreements by the Company or a
Restricted Subsidiary to provide for indemnification, customary purchase price
closing adjustments, earn-outs or other similar obligations, in each case,
incurred in connection with the acquisition or disposition of any business or
assets of a Restricted Subsidiary;

                  (xi) Indebtedness evidenced by letters of credit in the
ordinary course of business to support the Company's or any Restricted
Subsidiary's insurance or self-insurance obligations for workers' compensation
and other similar insurance coverages;

                  (xii) any renewals, extensions, substitutions, refundings,
refinancings or replacements (collectively, a "refinancing") of any Indebtedness
described in clauses (iii) and (iv) of this definition of "Permitted
Indebtedness," including any successive refinancings so long as the borrower
under such refinancing is the Company or, if not the Company, the same as the
borrower of the Indebtedness being refinanced and the aggregate principal amount
of Indebtedness represented thereby (or if such Indebtedness provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof, the original issue price of
such Indebtedness plus any accreted value attributable thereto since the
original issuance of such Indebtedness) does not exceed the initial principal
amount of such Indebtedness plus the lesser of (I) the stated amount of any
premium or other payment required to be paid in connection with such a
refinancing pursuant to the terms of the Indebtedness being refinanced or (II)
the amount of premium or other payment actually paid at such time to refinance
the Indebtedness, plus, in either case, the amount of expenses of the Company
incurred in connection with such refinancing and (A) in the case of any
refinancing of Indebtedness that is Subordinated Indebtedness, such new
Indebtedness is made


                                       -106-

<PAGE>
subordinated to the Securities at least to the same extent as the Indebtedness
being refinanced and (B) in the case of Pari Passu Indebtedness or Subordinated
Indebtedness, as the case may be, such refinancing does not reduce the Average
Life to Stated Maturity or the Stated Maturity of such Indebtedness; and

                  (xiii) Indebtedness of the Company and its Restricted
Subsidiaries or any Guarantor in addition to that described in clauses (i)
through (xii) above, and any renewals, extensions, substitutions, refinancings
or replacements of such Indebtedness, so long as the aggregate principal amount
of all such Indebtedness shall not exceed $10 million outstanding at any one
time in the aggregate.


                  For purposes of determining compliance with this Section 1008,
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness permitted by this Section 1008, the Company in its
sole discretion shall classify such item of Indebtedness and only be required to
include the amount of such Indebtedness as one of such types.

                  Section 1009. Limitation on Restricted Payments.
                                ----------------------------------

                  (a) The Company will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly:

                  (i)      declare or pay any dividend on, or make any
                           distribution to holders of, any shares of the
                           Company's Capital Stock (other than dividends or
                           distributions payable solely in shares of its
                           Qualified Capital Stock or in options, warrants or
                           other rights to acquire shares of such Qualified
                           Capital Stock);

                  (ii)     purchase, redeem, defease or otherwise acquire or
                           retire for value, directly or indirectly, the
                           Company's Capital Stock or any Capital Stock of any
                           Affiliate of the Company, including any Subsidiary of
                           the Company (other than Capital Stock of any Wholly
                           Owned Restricted Subsidiary of the Company), or
                           options, warrants or other rights to acquire such
                           Capital Stock;

                  (iii)    make any principal payment on, or repurchase, redeem,
                           defease, retire or otherwise acquire for value, prior
                           to any scheduled principal payment, sinking fund
                           payment or maturity, any Subordinated Indebtedness;

                  (iv)     declare or pay any dividend or distribution on any
                           Capital Stock of any Restricted Subsidiary to any
                           Person (other than (a) to the Company or any of its
                           Wholly Owned Restricted Subsidiaries or (b) dividends
                           and distributions made by a Restricted Subsidiary (i)
                           organized as a partnership, limited liability company
                           or similar pass-


                                       -107-

<PAGE>
                           through entity to the holders of its Capital Stock in
                           amounts sufficient to satisfy the tax liabilities
                           arising from their ownership of such Capital Stock or
                           (ii) on a pro rata basis to all stockholders of such
                           Restricted Subsidiary); or

                  (v)      make any Investment in any Person (other than any
                           Permitted Investments)


(any of the foregoing actions described in clauses (i) through (v), other than
any such action that is a Permitted Payment (as defined below), collectively,
"Restricted Payments") (the amount of any such Restricted Payment, if other than
cash, shall be the Fair Market Value of the assets proposed to be transferred,
as determined by the board of directors of the Company, whose determination
shall be conclusive and evidenced by a board resolution), unless (1) immediately
before and immediately after giving effect to such proposed Restricted Payment
on a pro forma basis, no Default or Event of Default shall have occurred and be
continuing and such Restricted Payment shall not be an event which is, or after
notice or lapse of time or both, would be, an "event of default" under the terms
of any Indebtedness of the Company or its Restricted Subsidiaries; (2)
immediately before and immediately after giving effect to such Restricted
Payment on a pro forma basis, the Company could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under Section 1008 herein; and
(3) after giving effect to the proposed Restricted Payment, the aggregate amount
of all such Restricted Payments declared or made after July 31, 1998 and all
Designation Amounts does not exceed the sum of:

         (A)      $5 million;

         (B)      50% of the aggregate Consolidated Net Income of the Company
                  accrued on a cumulative basis during the period beginning on
                  the first day of the Company's fiscal quarter in which July
                  31, 1998 fell and ending on the last day of the Company's last
                  fiscal quarter ending prior to the date of the Restricted
                  Payment, or, if such aggregate cumulative Consolidated Net
                  Income shall be a loss, minus 100% of such loss;

         (C)      the aggregate Net Cash Proceeds received after July 31, 1998
                  by the Company either (x) as capital contributions in the form
                  of common equity to the Company or (y) from the issuance or
                  sale (other than to any of its Subsidiaries) of Qualified
                  Capital Stock of the Company or any options, warrants or
                  rights to purchase such Qualified Capital Stock of the Company
                  (except, in each case, to the extent such proceeds are used to
                  purchase, redeem or otherwise retire Capital Stock or
                  Subordinated Indebtedness as set forth below in clause (ii) or
                  (iii) of paragraph (b) below) (and excluding the Net Cash
                  Proceeds from the issuance of Qualified Capital Stock


                                       -108-

<PAGE>
                  financed, directly or indirectly, using funds borrowed from
                  the Company or any Subsidiary until and to the extent such
                  borrowing is repaid);

         (D)      the aggregate Net Cash Proceeds received after July 31, 1998
                  by the Company (other than from any of its Subsidiaries) upon
                  the exercise of any options, warrants or rights to purchase
                  Qualified Capital Stock of the Company (and excluding the Net
                  Cash Proceeds from the exercise of any options, warrants or
                  rights to purchase Qualified Capital Stock financed, directly
                  or indirectly, using funds borrowed from the Company or any
                  Subsidiary until and to the extent such borrowing is repaid);

         (E)      the aggregate Net Cash Proceeds received after July 31, 1998
                  by the Company from the conversion or exchange, if any, of
                  debt securities or Redeemable Capital Stock of the Company or
                  its Restricted Subsidiaries into or for Qualified Capital
                  Stock of the Company plus, to the extent such debt securities
                  or Redeemable Capital Stock were issued after July 31, 1998,
                  upon the conversion or exchange of such debt securities or
                  Redeemable Capital Stock, the aggregate of Net Cash Proceeds
                  from their original issuance (and excluding the Net Cash
                  Proceeds from the conversion or exchange of debt securities or
                  Redeemable Capital Stock financed, directly or indirectly,
                  using funds borrowed from the Company or any Subsidiary until
                  and to the extent such borrowing is repaid); and

         (F)      (a) in the case of the disposition or repayment of any
                  Investment constituting a Restricted Payment made after July
                  31, 1998, an amount (to the extent not included in
                  Consolidated Net Income) equal to the lesser of the return of
                  capital with respect to such Investment and the initial amount
                  of such Investment, in either case, less the cost of the
                  disposition of such Investment and net of taxes, and (b) in
                  the case of the designation of an Unrestricted Subsidiary as a
                  Restricted Subsidiary (as long as the designation of such
                  Subsidiary as an Unrestricted Subsidiary was deemed a
                  Restricted Payment), the Fair Market Value of the Company's
                  interest in such Subsidiary provided that such amount shall
                  not in any case exceed the amount of the Restricted Payment
                  deemed made at the time the Subsidiary was designated as an
                  Unrestricted Subsidiary.

         (b) Notwithstanding the foregoing, and in the case of clauses (ii)
through (iv) below, so long as no Default or Event of Default is continuing or
would arise therefrom, the foregoing provisions shall not prohibit the following
actions (each of clauses (i) through (iv) and (viii) being referred to as a
"Permitted Payment"):

                           (i)      the payment of any dividend within 60 days
                                    after the date of declaration thereof, if at
                                    such date of declaration such payment was
                                    permitted by the provisions of paragraph (a)
                                    of


                                       -109-

<PAGE>
                                    this Section and such payment shall have
                                    been deemed to have been paid on
                                    such date of declaration and shall not have
                                    been deemed a "Permitted Payment" for
                                    purposes of the calculation required by
                                    paragraph (a) of this Section 1009;

                           (ii)     the repurchase, redemption, or other
                                    acquisition or retirement for value of any
                                    shares of any class of Capital Stock of the
                                    Company in exchange for, including any such
                                    exchange pursuant to the exercise of a
                                    conversion right or privilege in connection
                                    with which cash is paid in lieu of the
                                    issuance of fractional shares or scrip, or
                                    out of the Net Cash Proceeds of a
                                    substantially concurrent issuance and sale
                                    for cash (other than to a Subsidiary) of,
                                    other shares of Qualified Capital Stock of
                                    the Company; provided that the Net Cash
                                    Proceeds from the issuance of such shares of
                                    Qualified Capital Stock are excluded from
                                    clause (3)(C) of paragraph (a) of this
                                    Section 1009;

                           (iii)    the repurchase, redemption, defeasance,
                                    retirement or acquisition for value or
                                    payment of principal of any Subordinated
                                    Indebtedness or Redeemable Capital Stock in
                                    exchange for, or in an amount not in excess
                                    of the Net Cash Proceeds of, a substantially
                                    concurrent issuance and sale for cash (other
                                    than to any Subsidiary of the Company) of
                                    any Qualified Capital Stock of the Company,
                                    provided that the Net Cash Proceeds from the
                                    issuance of such shares of Qualified Capital
                                    Stock are excluded from clause (3)(C) of
                                    paragraph (a) of this Section 1009;

                           (iv)     the repurchase, redemption, defeasance,
                                    retirement, refinancing, acquisition for
                                    value or payment of principal of any
                                    Subordinated Indebtedness (other than
                                    Redeemable Capital Stock) (a "refinancing")
                                    through the substantially concurrent
                                    issuance of new Subordinated Indebtedness of
                                    the Company, provided that any such new
                                    Subordinated Indebtedness (1) shall be in a
                                    principal amount that does not exceed the
                                    principal amount so refinanced (or, if such
                                    Subordinated Indebtedness provides for an
                                    amount less than the principal amount
                                    thereof to be due and payable upon a
                                    declaration of acceleration thereof,
                                    then such lesser amount as of the date of
                                    determination), plus the lesser of (I) the
                                    stated amount of any premium or other
                                    payment required to be paid in connection
                                    with such a refinancing pursuant to the
                                    terms of the Indebtedness being refinanced
                                    or (II) the amount of


                                       -110-

<PAGE>

                                    premium or other payment actually paid at
                                    such time to refinance the Indebtedness,
                                    plus, in either case, the amount of expenses
                                    of the Company incurred in connection with
                                    such refinancing; (2) has an Average Life to
                                    Stated Maturity greater than the remaining
                                    Average Life to Stated Maturity of the
                                    Securities; (3) has a Stated Maturity for
                                    its final scheduled principal payment later
                                    than the Stated Maturity for the final
                                    scheduled principal payment of the
                                    Securities; and (4) is expressly
                                    subordinated in right of payment to the
                                    Securities at least to the same extent as
                                    the Subordinated Indebtedness to be
                                    refinanced;

                           (v)      the purchase, redemption, or other
                                    acquisition or retirement for value of any
                                    class of Capital Stock of the Company from
                                    employees, former employees, directors or
                                    former directors of the Company or any
                                    Subsidiary pursuant to the terms of the
                                    agreements pursuant to which such Capital
                                    Stock was acquired in an amount not to
                                    exceed $1.0 million in the aggregate in any
                                    calendar year;

                           (vi)     the repurchase, redemption or other
                                    acquisition or retirement for value of
                                    Capital Stock of the Company issued pursuant
                                    to acquisitions by the Company to the extent
                                    required by or needed to comply with the
                                    requirements of any of the Manufacturers
                                    with which the Company or a Restricted
                                    Subsidiary is a party to a franchise
                                    agreement;

                          (vii)     the repurchase, redemption, defeasance,
                                    retirement or acquisition for value or
                                    payment of principal on the Smith
                                    Subordinated Loan; and

                           (viii)   the payment of the contingent purchase price
                                    of an acquisition to the extent such payment
                                    would be deemed a Restricted Payment.

                  Section 1010. Limitation on Transactions with Affiliates.
                                -------------------------------------------

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into any transaction
or series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with or for the
benefit of any Affiliate of the Company (other than the Company or a Wholly
Owned Restricted Subsidiary) unless such transaction or series of related
transactions is entered into in good faith and in writing and (a) such
transaction or series of related transactions is on terms that are no less
favorable to the Company or



                                       -111-

<PAGE>

such Restricted Subsidiary, as the case may be, than those that would be
available in a comparable transaction in arm's-length dealings with an unrelated
third party, (b) with respect to any transaction or series of related
transactions involving aggregate value in excess of $500,000, the Company
delivers an Officers' Certificate to the Trustee certifying that such
transaction or series of related transactions complies with clause (a) above or
such transaction or series of related transactions is approved by a majority of
the Disinterested Directors of the Board of Directors of the Company, or in the
event there is only one Disinterested Director, by such Disinterested Director,
and (c) with respect to any transaction or series of related transactions
involving aggregate value in excess of $1 million, either (A) such transaction
or series of related transactions has been approved by a majority of the
Disinterested Directors of the Company, or in the event there is only one
Disinterested Director, by such Disinterested Director, or (B) the Company
delivers to the Trustee a written opinion of an investment banking firm of
national standing or other recognized independent expert with experience
appraising the terms and conditions of the type of transaction or series of
related transactions for which an opinion is required stating that the
transactions or series of related transactions is fair to the Company or such
Restricted Subsidiary from a financial point of view; provided, however, that
this provision shall not apply to (i) compensation and employee benefit
arrangements with any officer or director of the Company, including under any
stock option or stock incentive plans, entered into in the ordinary course of
business; (ii) any transaction permitted as a Restricted Payment pursuant to
Section 1009; (iii) the payment of customary fees to directors of the Company
and its Restricted Subsidiaries; (iv) any transaction with any officer or member
of the Board of Directors of the Company involving indemnification arrangements;
and (v) loans or advances to officers of the Company in the ordinary course of
business not to exceed $1 million in any calendar year.

                  Section 1011. Limitation on Liens.
                                --------------------

                  The Company will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly, create, incur or affirm any
Lien of any kind securing any Pari Passu Indebtedness or Subordinated
Indebtedness (including any assumption, guarantee or other liability with
respect thereto by any Restricted Subsidiary) upon any property or assets
(including any intercompany notes) of the Company or any Restricted Subsidiary
owned on July 31, 1998 or acquired after July 31, 1998, or assign or convey any
right to receive any income or profits therefrom, unless the Securities or a
Guarantee in the case of Liens of a Guarantor are directly secured equally and
ratably with (or, in the case of Subordinated Indebtedness, prior or senior
thereto, with the same relative priority as the Securities shall have with
respect to such Subordinated Indebtedness) the obligation or liability secured
by such Lien except for Liens (A) securing any Indebtedness which became
Indebtedness pursuant to a transaction permitted under Article Eight or securing
Acquired Indebtedness which was created prior to (and not created in connection
with, or in contemplation of) the incurrence of such Pari Passu Indebtedness or
Subordinated Indebtedness (including any assumption, guarantee or other



                                       -112-

<PAGE>
liability with respect thereto by any Restricted Subsidiary) and which
Indebtedness is permitted under the provisions of Section 1008 or (B) securing
any Indebtedness incurred in connection with any refinancing, renewal,
substitutions or replacements of any such Indebtedness described in clause (A),
so long as the aggregate principal amount of Indebtedness represented thereby
(or if such Indebtedness provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the maturity
thereof, the original issue price of such Indebtedness plus any accreted value
attributable thereto since the original issuance of such Indebtedness) is not
increased by such refinancing by an amount greater than the lesser of (i) the
stated amount of any premium or other payment required to be paid in connection
with such a refinancing pursuant to the terms of the Indebtedness being
refinanced or (ii) the amount of premium or other payment actually paid at such
time to refinance the Indebtedness, plus, in either case, the amount of expenses
of the Company incurred in connection with such refinancing; provided, however,
that in the case of clauses (A) and (B), any such Lien only extends to the
assets that were subject to such Lien securing such Indebtedness prior to the
related acquisition by the Company or its Restricted Subsidiaries.
Notwithstanding the foregoing, any Lien securing the Securities granted pursuant
to this covenant shall be automatically and unconditionally released and
discharged upon the release by the holders of the Pari Passu Indebtedness or
Subordinated Indebtedness described above of their Lien on the property or
assets of the Company or any Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Indebtedness), at such time
as the holders of all such Pari Passu Indebtedness or Subordinated Indebtedness
also release their Lien on the property or assets of the Company or such
Restricted Subsidiary, or upon any sale, exchange or transfer to any Person not
an Affiliate of the Company of the property or assets secured by such Lien, or
of all of the Capital Stock held by the Company or any Restricted Subsidiary in,
or all or substantially all the assets of, any Restricted Subsidiary creating
such Lien.

                  Section 1012. Limitation on Sale of Assets.
                                ----------------------------

                  (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
unless (i) at least 80% of the consideration from such Asset Sale consists of
(A) cash or Cash Equivalents, (B) the assumption of Senior Indebtedness or
Senior Guarantor Indebtedness by the party acquiring the assets from the Company
of any Restricted Subsidiary, (C) Replacement Assets or (D) a combination of any
of the foregoing; and (ii) the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the shares or assets subject to such Asset Sale (as determined by the
Board of Directors of the Company and evidenced in a Board Resolution); provided
that any notes or other obligations received by the Company or any such
Restricted Subsidiary from any transferee of assets from the Company or such
Restricted Subsidiary that are converted by the Company or such Restricted
Subsidiary into cash at Fair Market Value within 30 days after receipt shall be
deemed to be cash for purposes of this provision.

                                       -113-

<PAGE>
                  (b) If all or a portion of the Net Cash Proceeds of any Asset
Sale are not required to be applied to repay permanently any Senior Indebtedness
or Senior Guarantor Indebtedness then outstanding as required by the terms
thereof, or the Company determines not to apply such Net Cash Proceeds to the
permanent prepayment of such Senior Indebtedness or Senior Guarantor
Indebtedness, or if no such Senior Indebtedness or Senior Guarantor Indebtedness
is then outstanding, then the Company or a Restricted Subsidiary may within 365
days of the Asset Sale invest the Net Cash Proceeds in Replacement Assets. The
amount of such Net Cash Proceeds not used or invested within 365 days of the
Asset Sale as set forth in this paragraph constitutes "Excess Proceeds."

                  (c) When the aggregate amount of Excess Proceeds exceeds $10
million or more, the Company will apply the Excess Proceeds to the repayment of
the Securities and any other Pari Passu Indebtedness outstanding with similar
provisions requiring the Company to make an offer to purchase such Indebtedness
with the proceeds from any Asset Sale as follows: (A) the Company will make an
offer to purchase (an "Offer") from all holders of the Securities in accordance
with the procedures set forth in this Indenture in the maximum principal amount
(expressed as a multiple of $1,000) of Securities that may be purchased out of
an amount (the "Security Amount") equal to the product of such Excess Proceeds
multiplied by a fraction, the numerator of which is the outstanding principal
amount of the Securities, and the denominator of which is the sum of the
outstanding principal amount of the Securities and such Pari Passu Indebtedness
(subject to proration in the event such amount is less than the aggregate
Offered Price (as defined herein) of all Securities tendered) and (B) to the
extent required by such Pari Passu Indebtedness to permanently reduce the
principal amount of such Pari Passu Indebtedness, the Company will make an offer
to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari
Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of
the Excess Proceeds over the Security Amount; provided that in no event will the
Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount
exceeding the principal amount of such Pari Passu Indebtedness plus the amount
of any premium required to be paid to repurchase such Pari Passu Indebtedness.
The offer price for the Securities will be payable in cash in an amount equal to
100% of the principal amount of the Securities plus accrued and unpaid interest,
if any, to the date (the "Offer Date") such Offer is consummated (the "Offered
Price"), in accordance with the procedures set forth herein. To the extent that
the aggregate Offered Price of the Securities tendered pursuant to the Offer is
less than the Security Amount relating thereto or the aggregate amount of Pari
Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari
Passu Debt Amount, the Company may use any remaining Excess Proceeds for general
corporate purposes. If the aggregate principal amount of Securities and Pari
Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Securities to be purchased on a pro rata
basis. Upon the completion of the purchase of all the Securities tendered
pursuant to an Offer and the completion of a Pari Passu Offer, the amount of
Excess Proceeds, if any, shall be reset at zero.

                                       -114-

<PAGE>
                  (d) When the aggregate amount of Excess Proceeds exceeds $10
million, such Excess Proceeds will, prior to any purchase of Securities
described in paragraph (c) above, be set aside by the Company in a separate
account pending (i) deposit with the Depositary or a paying agent of the amount
required to purchase the Securities tendered in an Offer or Pari Passu
Indebtedness tendered in a Pari Passu Offer, (ii) delivery by the Company of the
Offered Price to the holders of the Securities tendered in an Offer or Pari
Passu Indebtedness tendered in a Pari Passu Offer and (iii) the completion of
the purchase of all the Securities tendered pursuant to the Offer and the
completion of the Pari Passu Offer. Such Excess Proceeds may be invested in
Temporary Cash Investments, provided that the maturity date of any such
investment made after the amount of Excess Proceeds exceeds $10 million shall
not be later than the Offer Date. The Company shall be entitled to any interest
or dividends accrued, earned or paid on such Temporary Cash Investments;
provided that the Company shall not withdraw such interest from the separate
account if an Event of Default has occurred and is continuing.

                  (e) If the Company becomes obligated to make an Offer pursuant
to clause (c) above, the Securities and the Pari Passu Indebtedness shall be
purchased by the Company, at the option of the holders thereof, in whole or in
part in integral multiples of $1,000, on a date that is not earlier than 30 days
and not later than 60 days from the date the notice of the Offer is given to
holders, or such later date as may be necessary for the Company to comply with
the requirements under the Exchange Act.

                  (f) The Company will comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with an Offer.

                  (g) Subject to paragraph (e) above, within 30 days after the
date on which the amount of Excess Proceeds equals or exceeds $10 million, the
Company shall send or cause to be sent by first-class mail, postage prepaid, to
the Trustee and to each Holder, at his address appearing in the Security
Register, a notice stating or including:

                           (1) that the Holder has the right to require the
                  Company to repurchase, subject to proration, such  Holder's
                  Securities at the Offered Price;

                           (2)  the Offer Date;

                           (3) the instructions a Holder must follow in order
                  to have his Securities purchased in accordance with paragraph
                 (c) of this Section;

                           (4) (i) the most recently filed Annual Report on Form
                  10-K (including audited consolidated financial statements) of
                  the Company, the most recent subsequently filed Quarterly
                  Report on Form 10-Q, as applicable, and any Current Report on
                  Form 8-K of the Company filed subsequent to such Quarterly
                  Report, other than Current Reports describing


                                       -115-

<PAGE>

                  Asset Sales otherwise described in the offering materials (or
                  corresponding successor reports) (or in the event the Company
                  is not required to prepare any of the foregoing Forms, the
                  comparable information required pursuant to Section 1020),
                  (ii) a description of material developments, if any, in the
                  Company's business subsequent to the date of the latest of
                  such reports, (iii) if material, appropriate pro forma
                  financial information, and (iv) such other information, if
                  any, concerning the business of the Company which the Company
                  in good faith believes will enable such Holders to make an
                  informed investment decision regarding the Offer;

                           (5)  the Offered Price;

                           (6)  the names and addresses of the Paying Agent
                  and the offices or agencies referred to in Section
                  1002;

                           (7) that Securities must be surrendered prior to the
                  Offer Date to the Paying Agent at the office of the Paying
                  Agent or to an office or agency referred to in Section 1002 to
                  collect payment;

                           (8) that any Securities not tendered will continue to
                  accrue interest and that unless the Company defaults in the
                  payment of the Offered Price, any Security accepted for
                  payment pursuant to the Offer shall cease to accrue interest
                  on and after the Offer Date;

                           (9)  the procedures for withdrawing a tender; and

                           (10) that the Offered Price for any Security which
                  has been properly tendered and not withdrawn and which has
                  been accepted for payment pursuant to the Offer will be paid
                  promptly following the Offered Date.

                  (h) Holders electing to have Securities purchased hereunder
will be required to surrender such Securities at the address specified in the
notice prior to the Offer Date. Holders will be entitled to withdraw their
election to have their Securities purchased pursuant to this Section 1012 if the
Company receives, not later than one Business Day prior to the Offer Date, a
telegram, telex, facsimile transmission or letter setting forth (1) the name of
the Holder, (2) the certificate number of the Security in respect of which such
notice of withdrawal is being submitted, (3) the principal amount of the
Security (which shall be $1,000 or an integral multiple thereof) delivered for
purchase by the Holder as to which his election is to be withdrawn, (4) a
statement that such Holder is withdrawing his election to have such principal
amount of such Security purchased, and (5) the principal amount, if any, of such
Security (which shall be $1,000 or an integral multiple thereof) that remains
subject to the original notice of the Offer and that has been or will be
delivered for purchase by the Company.


                                       -116-

<PAGE>

                  (i) The Company shall (i) not later than the Offer Date,
accept for payment Securities or portions thereof tendered pursuant to the
Offer, (ii) not later than 10:00 a.m. (New York time) on the Offer Date, deposit
with the Trustee or with a Paying Agent an amount of money in same day funds (or
New York Clearing House funds if such deposit is made prior to the Offer Date)
sufficient to pay the aggregate Offered Price of all the Securities or portions
thereof which are to be purchased on that date and (iii) not later than 10:00
a.m. (New York time) on the Offer Date, deliver to the Paying Agent an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Offered Price of the
Securities purchased from each such Holder, and the Company shall execute and
the Trustee shall promptly authenticate and mail or deliver to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company's expense to the Holder thereof.
For purposes of this Section 1012, the Company shall choose a Paying Agent which
shall not be the Company.

                  Subject to applicable escheat laws, the Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed, together with
interest, if any, thereon, held by them for the payment of the Offered Price;
provided, however, that (x) to the extent that the aggregate amount of cash
deposited by the Company with the Trustee in respect of an Offer exceeds the
aggregate Offered Price of the Securities or portions thereof to be purchased,
then the Trustee shall hold such excess for the Company and (y) unless otherwise
directed by the Company in writing, promptly after the Business Day following
the Offer Date the Trustee shall return any such excess to the Company together
with interest or dividends, if any, thereon.

                  (j) Securities to be purchased shall, on the Offer Date,
become due and payable at the Offered Price and from and after such date (unless
the Company shall default in the payment of the Offered Price) such Securities
shall cease to bear interest. Such Offered Price shall be paid to such Holder
promptly following the later of the Offer Date and the time of delivery of such
Security to the relevant Paying Agent at the office of such Paying Agent by the
Holder thereof in the manner required. Upon surrender of any such Security for
purchase in accordance with the foregoing provisions, such Security shall be
paid by the Company at the Offered Price; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Offer Date shall be
payable to the Person in whose name the Securities (or any Predecessor
Securities) is registered as such on the relevant Regular Record Dates according
to the terms and the provisions of Section 309; provided, further, that
Securities to be purchased are subject to proration in the event the Excess
Proceeds are less than the aggregate Offered Price of all Securities tendered
for purchase, with such adjustments as may be appropriate by the Trustee so that
only Securities in denominations of $1,000 or integral multiples thereof, shall
be purchased. If any Security tendered for purchase shall not be so paid upon
surrender thereof by deposit of funds with the Trustee or a Paying Agent in
accordance


                                       -117-

<PAGE>

with paragraph (h) above, the principal thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Offer Date at the rate borne
by such Security. Any Security that is to be purchased only in part shall be
surrendered to a Paying Agent at the office of such Paying Agent (with, if the
Company, the Security Registrar or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Security Registrar or the Trustee duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing), and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge, one or more new Securities of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased. The Company shall publicly announce the
results of the Offer on or as soon as practicable after the Offer Date.

                  Section 1013. Limitation on Issuances of Guarantees of and
                                --------------------------------------------
Pledges for Indebtedness.
-------------------------


                  (a) The Company will not cause or permit any Restricted
Subsidiary, other than a Guarantor, directly or indirectly, to secure the
payment of any Senior Indebtedness of the Company and the Company will not, and
will not permit any Restricted Subsidiary to, pledge any intercompany notes
representing obligations of any Restricted Subsidiary (other than a Guarantor)
to secure the payment of any Senior Indebtedness unless in each case such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for a guarantee of payment of the
Securities by such Restricted Subsidiary, which guarantee shall be on the same
terms as the guarantee of the Senior Indebtedness (if a guarantee of Senior
Indebtedness is granted by any such Restricted Subsidiary) except that the
guarantee of the Securities need not be secured and shall be subordinated to the
claims against such Restricted Subsidiary in respect of Senior Indebtedness to
the same extent as the Securities are subordinated to Senior Indebtedness of the
Company under this Indenture.

                  (b) The Company will not cause or permit any Restricted
Subsidiary (which is not a Guarantor), directly or indirectly, to guarantee,
assume or in any other manner become liable with respect to any Indebtedness of
the Company or any Restricted Subsidiary unless such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee of the Securities on the same terms as the guarantee
of such Indebtedness except that (A) such guarantee need not be secured unless
required pursuant to Section 1011, (B) if such Indebtedness is by its terms
Senior Indebtedness, any such assumption, guarantee or other liability of such
Restricted Subsidiary with respect to such Indebtedness shall be senior to such
Restricted Subsidiary's Guarantee of the Securities to the same extent as such
Senior Indebtedness is senior to the Securities and (C) if such Indebtedness is
by its terms expressly subordinated to the Securities, any such assumption,
guarantee or other liability of such


                                       -118-

<PAGE>

Restricted Subsidiary with respect to such Indebtedness shall be subordinated to
such Restricted Subsidiary's Guarantee of the Securities at least to the same
extent as such Indebtedness is subordinated to the Securities.

                  (c) Notwithstanding the foregoing, any Guarantee by a
Restricted Subsidiary of the Securities shall provide by its terms that it (and
all Liens securing the same) shall be automatically and unconditionally released
and discharged upon (i) any sale, exchange or transfer, to any Person not an
Affiliate of the Company, of all of the Company's Capital Stock in, or all or
substantially all the assets of, such Restricted Subsidiary, which transaction
is in compliance with the terms of this Indenture and pursuant to which
transaction such Subsidiary is released from all guarantees, if any, by it of
other Indebtedness of the Company or any Restricted Subsidiaries or (ii) the
release by the holders of the Indebtedness of the Company of their security
interest or their guarantee by such Restricted Subsidiary (including any deemed
release upon payment in full of all obligations under such Indebtedness), at
such time as (A) no other Indebtedness of the Company has been secured or
guaranteed by such Restricted Subsidiary, as the case may be, or (B) the holders
of all such other Indebtedness which is secured or guaranteed by such Restricted
Subsidiary also release their security interest in or guarantee by such
Restricted Subsidiary (including any deemed release upon payment in full of all
obligations under such Indebtedness).

                  Section 1014. Purchase of Securities upon a Change of Control.
                                ------------------------------------------------

                  (a) If a Change of Control shall occur at any time, then each
Holder shall have the right to require that the Company purchase such Holder's
Securities in whole or in part in integral multiples of $1,000, at a purchase
price (the "Change of Control Purchase Price") in cash in an amount equal to
101% of the principal amount of such Securities, plus accrued and unpaid
interest, if any, to the date of purchase (the "Change of Control Purchase
Date"), pursuant to the offer described below in this Section 1014 (the "Change
of Control Offer") and in accordance with the other procedures set forth in
subsections (b), (c), (d) and (e) of this Section 1014.

                  (b) Within 30 days of any Change of Control, the Company shall
notify the Trustee thereof and give written notice (a "Change of Control
Purchase Notice") of such Change of Control to each Holder by first-class mail,
postage prepaid, at his address appearing in the Security Register, stating
among other things:

                           (1) that a Change of Control has occurred, the date
                  of such event, and that such Holder has the right to require
                  the Company to repurchase such Holder's Securities at the
                  Change of Control Purchase Price;

                           (2) the circumstances and relevant facts regarding
                  such Change of Control (including, but not limited to,
                  information with respect to pro forma historical income, cash
                  flow and capitalization after giving effect to such Change of
                  Control);


                                       -119-

<PAGE>

                           (3) (i) the most recently filed Annual Report on Form
                  10-K (including audited consolidated financial statements) of
                  the Company, the most recent subsequently filed Quarterly
                  Report on Form 10-Q, as applicable, and any Current Report on
                  Form 8-K of the Company filed subsequent to such Quarterly
                  Report (or in the event the Company is not required to prepare
                  any of the foregoing Forms, the comparable information
                  required to be prepared by the Company and any Guarantor
                  pursuant to Section 1020), (ii) a description of material
                  developments, if any, in the Company's business subsequent to
                  the date of the latest of such reports and (iii) such other
                  information, if any, concerning the business of the Company
                  which the Company in good faith believes will enable such
                  Holders to make an informed investment decision regarding the
                  Change of Control Offer;

                           (4) that the Change of Control Offer is being made
                  pursuant to this Section 1014 and that all Securities properly
                  tendered pursuant to the Change of Control Offer will be
                  accepted for payment at the Change of Control Purchase Price;

                           (5) the Change of Control Purchase Date, which shall
                  be a Business Day no earlier than 30 days nor later than 60
                  days from the date such notice is mailed, or such later date
                  as is necessary to comply with requirements under the Exchange
                  Act;

                           (6) the Change of Control Purchase Price;

                           (7)  the names and addresses of the Paying Agent and
                  the offices or agencies referred to in Section 1002;

                           (8) that Securities must be surrendered on or prior
                  to the Change of Control Purchase Date to the Paying Agent at
                  the office of the Paying Agent or to an office or agency
                  referred to in Section 1002 to collect payment;

                           (9) that the Change of Control Purchase Price for any
                  Security which has been properly tendered and not withdrawn
                  will be paid promptly following the Change of Control Offer
                  Purchase Date;

                           (10)   the procedures that a Holder must follow to
                  accept a Change of Control Offer or to withdraw such
                  acceptance;

                           (11) that any Security not tendered will continue to
                  accrue interest; and


                                       -120-

<PAGE>
                           (12) that, unless the Company defaults in the payment
                  of the Change of Control Purchase Price, any Securities
                  accepted for payment pursuant to the Change of Control Offer
                  shall cease to accrue interest after the Change of Control
                  Purchase Date.

                  (c) Upon receipt by the Company of the proper tender of
Securities, the Holder of the Security in respect of which such proper tender
was made shall (unless the tender of such Security is properly withdrawn)
thereafter be entitled to receive solely the Change of Control Purchase Price
with respect to such Security. Upon surrender of any such Security for purchase
in accordance with the foregoing provisions, such Security shall be paid by the
Company at the Change of Control Purchase Price; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Change of
Control Purchase Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Regular
Record Dates according to the terms and the provisions of Section 309. If any
Security tendered for purchase in accordance with the provisions of this Section
1014 shall not be so paid upon surrender thereof, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Change of
Control Purchase Date at the rate borne by such Security. Holders electing to
have Securities purchased will be required to surrender such Securities to the
Paying Agent at the address specified in the Change of Control Purchase Notice
at least one Business Day prior to the Change of Control Purchase Date. Any
Security that is to be purchased only in part shall be surrendered to a Paying
Agent at the office of such Paying Agent (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, one or more new Securities of any
authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased.

                  (d) The Company shall (i) not later than the Change of Control
Purchase Date, accept for payment Securities or portions thereof tendered
pursuant to the Change of Control Offer, (ii) not later than 10:00 a.m. (New
York time) on the Change of Control Purchase Date, deposit with the Trustee or
with a Paying Agent an amount of money in same day funds sufficient to pay the
aggregate Change of Control Purchase Price of all the Securities or portions
thereof which are to be purchased as of the Change of Control Purchase Date and
(iii) not later than 10:00 a.m. (New York time) on the Change of Control
Purchase Date, deliver to the Paying Agent an Officers' Certificate stating the
Securities or portions thereof accepted for payment by the Company. The Paying
Agent shall promptly mail or deliver to Holders of Securities so accepted
payment in an amount equal to the Change of Control Purchase Price of the
Securities purchased from each such Holder, and the Company shall execute and
the Trustee shall promptly authenticate and



                                       -121-

<PAGE>

mail or deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Paying Agent at the Company's
expense to the Holder thereof. The Company will publicly announce the results of
the Change of Control Offer on the Change of Control Purchase Date. For purposes
of this Section 1014, the Company shall choose a Paying Agent which shall not be
the Company.

                  (e) A tender made in response to a Change of Control Purchase
Notice may be withdrawn if the Company receives, not later than one Business Day
prior to the Change of Control Purchase Date, a telegram, telex, facsimile
transmission or letter, specifying, as applicable:

                           (1)  the name of the Holder;

                           (2)  the certificate number of the Security in
                  respect of which such notice of withdrawal is being submitted;

                           (3) the principal amount of the Security (which shall
                  be $1,000 or an integral multiple thereof) delivered for
                  purchase by the Holder as to which such notice of withdrawal
                  is being submitted;

                           (4)      a statement that such Holder is withdrawing
                  his election to have such principal amount of such Security
                  purchased; and

                           (5) the principal amount, if any, of such Security
                  (which shall be $1,000 or an integral multiple thereof) that
                  remains subject to the original Change of Control Purchase
                  Notice and that has been or will be delivered for purchase by
                  the Company.

                  (f) Subject to applicable escheat laws, the Trustee and the
Paying Agent shall return to the Company any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Change of Control Purchase Price; provided, however, that, (x) to
the extent that the aggregate amount of cash deposited by the Company pursuant
to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control
Purchase Price of the Securities or portions thereof to be purchased, then the
Trustee shall hold such excess for the Company and (y) unless otherwise directed
by the Company in writing, promptly after the Business Day following the Change
of Control Purchase Date the Trustee shall return any such excess to the Company
together with interest, if any, thereon.

                  (g) The Company shall comply, to the extent applicable, with
the applicable tender offer rules, including Rule 14e-1 under the Exchange Act,
and any other applicable securities laws or regulations in connection with a
Change of Control Offer.

                                       -122-

<PAGE>
                  (h) Notwithstanding the foregoing, the Company will not be
required to make a Change of Control Offer if a third party makes the Change of
Control Offer, in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all the Securities validly tendered and not
withdrawn under such Change of Control Offer.

                  Section 1015. Limitation on Subsidiary Preferred Stock.
                                -----------------------------------------

                  The Company will not permit (a) any Restricted Subsidiary of
the Company to issue, sell or transfer any Preferred Stock, except for (i)
Preferred Stock issued or sold to, held by or transferred to the Company or a
Wholly Owned Restricted Subsidiary, and (ii) Preferred Stock issued by a Person
prior to the time (A) such Person becomes a Restricted Subsidiary, (B) such
Person merges with or into a Restricted Subsidiary or (C) a Restricted
Subsidiary merges with or into such Person; provided that such Preferred Stock
was not issued or incurred by such Person in anticipation of the type of
transaction contemplated by subclause (A), (B) or (C) or (b) any Person (other
than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred
Stock of any Restricted Subsidiary from the Company or any Restricted
Subsidiary, except, in the case of clause (a) or (b), upon the acquisition of
all the outstanding Capital Stock of such Restricted Subsidiary in accordance
with the terms of this Indenture.

                  Section 1016. Limitation on Dividends and Other Payment
                                -----------------------------------------
Restrictions Affecting Subsidiaries.
------------------------------------

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (i) pay dividends or make any other
distribution on its Capital Stock, or any other interest or participation in or
measured by its profits, (ii) pay any Indebtedness owed to the Company or any
other Restricted Subsidiary, (iii) make any Investment in the Company or any
other Restricted Subsidiary or (iv) transfer any of its properties or assets to
the Company or any other Restricted Subsidiary, except for: (a) any encumbrance
or restriction pursuant to an agreement in effect on July 31, 1998; (b) any
encumbrance or restriction, with respect to a Restricted Subsidiary that was not
a Restricted Subsidiary of the Company on July 31, 1998, in existence at the
time such Person becomes a Restricted Subsidiary of the Company and not incurred
in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary, provided that such encumbrances and restrictions are not applicable
to the Company or any Restricted Subsidiary or the properties or assets of the
Company or any Restricted Subsidiary other than such Subsidiary which is
becoming a Restricted Subsidiary; (c) customary provisions contained in an
agreement that has been entered into for the sale or other disposition of all or
substantially all of the Capital Stock or assets of a Restricted Subsidiary;
provided, however, that the restrictions are applicable only to such Restricted


                                       -123-

<PAGE>
Subsidiary or assets; (d) any encumbrance or restriction existing under or by
reason of applicable law; (e) customary provisions restricting subletting or
assignment of any lease governing any leasehold interest of any Restricted
Subsidiary; (f) covenants in franchise agreements with Manufacturers customary
for franchise agreements in the automobile retailing industry; (g) any
encumbrance or restriction contained in any Purchase Money Obligations for
property to the extent such restriction or encumbrance restricts the transfer of
such property; (h) any encumbrances or restrictions in security agreements
securing Indebtedness (other than Subordinated Indebtedness) of a Guarantor
(including any Inventory Facility) (to the extent that such Liens are otherwise
incurred in accordance with Section 1011) that restrict the transfer of property
subject to such agreements, provided that any such encumbrance or restriction is
released to the extent the underlying Lien is released or the related
Indebtedness is repaid; and (i) any encumbrance or restriction existing under
any agreement that extends, renews, refinances or replaces the agreements
containing the encumbrances or restrictions in the foregoing clauses (a) and
(b), or in this clause (i), provided that the terms and conditions of any such
encumbrances or restrictions are no more restrictive in any material respect
than those under or pursuant to the agreement evidencing the Indebtedness so
extended, renewed, refinanced or replaced.

                  Section 1017. Limitation on Senior Subordinated Indebtedness.
                                -----------------------------------------------

                  The Company will not, and will not permit or cause any
Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or
otherwise in any manner become directly or indirectly liable for or with respect
to or otherwise permit to exist any Indebtedness that is subordinate in right of
payment to any Indebtedness of the Company or such Guarantor, as the case may
be, unless such Indebtedness is also pari passu with the Securities or the
Guarantee of such Guarantor or subordinated in right of payment to the
Securities or such Guarantee at least to the same extent as the Securities or
such Guarantee are subordinated in right of payment to Senior Indebtedness or
such Guarantor's Senior Guarantor Indebtedness, as the case may be, as set forth
in this Indenture.


                  Section 1018. Limitations on Unrestricted Subsidiaries.
                                -----------------------------------------

                  The Company may designate after the Issue Date any Subsidiary
as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

                  (a) no Default shall have occurred and be continuing at the
time of or after giving effect to such Designation;

                  (b) the Company would be permitted to make an Investment
(other than a Permitted Investment) at the time of Designation (assuming the
effectiveness of such Designation) pursuant to the first paragraph of Section
1009 herein in an amount (the "Designation Amount") equal to the greater of (1)
the net book value of the Company's


                                       -124-

<PAGE>

interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair
Market Value of the Company's interest in such Subsidiary as determined in good
faith by the Company's board of directors;

                  (c) the Company would be permitted to incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
1008 at the time of such Designation (assuming the effectiveness of such
Designation);

                  (d) such Unrestricted Subsidiary does not own any Capital
Stock in any Restricted Subsidiary of the Company which is not simultaneously
being designated an Unrestricted Subsidiary;

                  (e) such Unrestricted Subsidiary is not liable, directly or
indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary
Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee
for the Securities; and

                  (f) such Unrestricted Subsidiary is not a party to any
agreement, contract, arrangement or understanding at such time with the Company
or any Restricted Subsidiary unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company or, in the event such condition is not
satisfied, the value of such agreement, contract, arrangement or understanding
to such Unrestricted Subsidiary shall be deemed a Restricted Payment.

                  In the event of any such Designation, the Company shall be
deemed to have made an Investment constituting a Restricted Payment pursuant to
Section 1009 for all purposes of this Indenture in the Designation Amount.

                  The Company shall not and shall not cause or permit any
Restricted Subsidiary to at any time (x) provide credit support for, or subject
any of its property or assets (other than the Capital Stock of any Unrestricted
Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted
Subsidiary (including any undertaking, agreement or instrument evidencing such
Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or
(y) be directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of
the Company as an Unrestricted Subsidiary shall be deemed to be the Designation
of all of the Subsidiaries of such Subsidiary.

                  The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

                  (a) no Default shall have occurred and be continuing at the
time of and after giving effect to such Revocation;

                                       -125-

<PAGE>
                  (b) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at such
time, have been permitted to be incurred for all purposes of this Indenture; and

                  (c) unless such redesignated Subsidiary shall not have any
Indebtedness outstanding (other than Indebtedness that would be Permitted
Indebtedness), immediately after giving effect to such proposed Revocation, and
after giving pro forma effect to the incurrence of any such Indebtedness of such
redesignated Subsidiary as if such Indebtedness was incurred on the date of the
Revocation, the Company could incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to Section 1008 herein.

                  All Designations and Revocations must be evidenced by a
resolution of the Board of Directors of the Company delivered to the Trustee
certifying compliance with the foregoing provisions.

                  Section 1019. Provision of Financial Statements.
                                ----------------------------------

                  Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, the Company and each Guarantor (to the extent such
Guarantor would be required if subject to Section 13(a) or 15(d) of the Exchange
Act) will, to the extent permitted under the Exchange Act, file with the
Commission the annual reports, quarterly reports and other documents which the
Company and such Guarantor would have been required to file with the Commission
pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so
subject, such documents to be filed with the Commission on or prior to the date
(the "Required Filing Date") by which the Company and such Guarantor would have
been required so to file such documents if the Company and such Guarantor were
so subject. The Company will also in any event (x) within 15 days of each
Required Filing Date (i) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, without cost to such Holders and (ii)
file with the Trustee copies of the annual reports, quarterly reports and other
documents which the Company and such Guarantor would have been required to file
with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if
the Company and such Guarantor were subject to either of such Sections and (y)
if filing such documents by the Company and such Guarantor with the Commission
is not permitted under the Exchange Act, promptly upon written request and
payment of the reasonable cost of duplication and delivery, supply copies of
such documents to any prospective Holder at the Company's cost. If any
Guarantor's financial statements would be required to be included in the
financial statements filed or delivered pursuant to this Indenture if the
Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company
shall include such Guarantor's financial statements in any filing or delivery
pursuant to this Indenture. In addition, so long as any of the Securities remain
outstanding, the Company will make available to any prospective purchaser of
Securities or beneficial owner of Securities in connection with any sale thereof
the information required by Rule 144A(d)(4) under the Securities Act,


                                       -126-

<PAGE>

until such time as the Company has either exchanged the Securities for
securities identical in all material respects which have been registered under
the Securities Act or until such time as the Holders thereof have disposed of
such Securities pursuant to an effective registration statement under the
Securities Act.

                  Section 1020. Statement by Officers as to Default.
                                ------------------------------------

                  (a) The Company will deliver to the Trustee, on or before a
date not more than 120 days after the end of each fiscal year of the Company
ending after the date hereof, and 60 days after the end of each fiscal quarter
ending after the date hereof, a written statement signed by two executive
officers of the Company and the Guarantors, one of whom shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company and the Guarantors, as to compliance herewith, including whether
or not, after a review of the activities of the Company during such year and of
the Company's and each Guarantor's performance under this Indenture, to the best
knowledge, based on such review, of the signers thereof, the Company and each
Guarantor have fulfilled all of their respective obligations and are in
compliance with all conditions and covenants under this Indenture throughout
such year and, if there has been a Default specifying each Default and the
nature and status thereof and any actions being taken by the Company with
respect thereto.

                  (b) When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder of
any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default the Company
shall deliver to the Trustee by registered or certified mail or facsimile
transmission followed by an originally executed copy of an Officers' Certificate
specifying such Default, Event of Default, notice or other action, the status
thereof and what actions the Company is taking or proposes to take with respect
thereto, within five Business Days after the occurrence of such Default or Event
of Default.

                  Section 1021. Waiver of Certain Covenants.
                                ----------------------------

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 1006 through 1011, 1013 and 1015
through 1020, if, before or after the time for such compliance, the Holders of
not less than a majority in aggregate principal amount of the Securities at the
time Outstanding shall, by Act of such Holders, waive such compliance in such
instance with such covenant or provision, but no such waiver shall extend to or
affect such covenant or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.

                                       -127-

<PAGE>


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  Section 1101.  Rights of Redemption.
                                 --------------------

                  The Securities are subject to redemption at any time on or
after August 1, 2003, at the option of the Company, in whole or in part, subject
to the conditions, and at the Redemption Prices, specified in the form of
Security, together with accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on relevant Regular Record Dates
and Special Record Dates to receive interest due on relevant Interest Payment
Dates and Special Payment Dates).

                  Section 1102. Applicability of Article.
                                -------------------------

                  Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall be
made in accordance with such provision and this Article Eleven.

                  Section 1103. Election to Redeem; Notice to Trustee.
                                --------------------------------------

                  The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Company Order and an Officers'
Certificate. In case of any redemption at the election of the Company, the
Company shall, not less than 45 nor more than 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice period shall be satisfactory
to the Trustee), notify the Trustee in writing of such Redemption Date and of
the principal amount of Securities to be redeemed.

                  Section 1104. Selection by Trustee of Securities to Be
                                ----------------------------------------
Redeemed.
---------

                  If less than all the Securities are to be redeemed, the
particular Securities or portions thereof to be redeemed in compliance with the
national security exchange, if any, on which the securities are listed, or if
the securities are not so listed, on a pro rata basis, by lot or by any other
method the Trustee shall deem fair and reasonable.

                  The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.




                                       -128-

<PAGE>

                  Section 1105. Notice of Redemption.
                                ---------------------

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.

                  All notices of redemption shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) if less than all Outstanding Securities are to be
redeemed, the identification of the particular Securities to be redeemed;

                  (d) in the case of a Security to be redeemed in part, the
principal amount of such Security to be redeemed and that after the Redemption
Date upon surrender of such Security, new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be
issued;

                  (e) that Securities called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price;

                  (f) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security or portion thereof to be
redeemed, and that (unless the Company shall default in payment of the
Redemption Price) interest thereon shall cease to accrue on and after said date;

                  (g) the names and addresses of the Paying Agent and the
offices or agencies referred to in Section 1002 where such Securities are to be
surrendered for payment of the Redemption Price;

                  (h) the CUSIP number, if any, relating to such Securities; and

                  (i) the procedures that a Holder must follow to surrender the
Securities to be redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
written request, by the Trustee in the name and at the expense of the Company.
If the Company elects to give notice of redemption, it shall provide the Trustee
with a certificate stating that such notice has been given in compliance with
the requirements of this Section 1105.

                  The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any


                                       -129-

<PAGE>


Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.

                  Section 1106. Deposit of Redemption Price.
                                ----------------------------

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company or any of its
Affiliates is acting as Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date or Special Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date. The Paying Agent shall
promptly mail or deliver to Holders of Securities so redeemed payment in an
amount equal to the Redemption Price of the Securities purchased from each such
Holder. All money, if any, earned on funds held in trust by the Trustee or any
Paying Agent shall be remitted to the Company. For purposes of this Section
1106, the Company shall choose a Paying Agent which shall not be the Company.

                  Section 1107. Securities Payable on Redemption Date.
                                --------------------------------------

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Holders will be
required to surrender the Securities to be redeemed to the Paying Agent at the
address specified in the notice of redemption at least one Business Day prior to
the Redemption Date. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such on the relevant
Regular Record Dates and Special Record Dates according to the terms and the
provisions of Section 309.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by such
Security.

                  Section 1108. Securities Redeemed or Purchased in Part.
                                -----------------------------------------

                  Any Security which is to be redeemed or purchased only in part
shall be surrendered to the Paying Agent at the office or agency maintained for
such purpose pursuant to Section 1002 (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the


                                       -130-

<PAGE>



Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities, of
any authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the unredeemed portion of the principal of
the Security so surrendered that is not redeemed or purchased.

                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

                  Section 1201.  Satisfaction and Discharge of Indenture.
                                 ---------------------------------------

                  This Indenture shall be discharged and shall cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Securities as expressly provided for herein) as to all Outstanding
Securities hereunder, and the Trustee, upon Company Request and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (a) either

                           (1) all the Securities theretofore authenticated and
                  delivered (except (i) lost, stolen or destroyed Securities
                  which have been replaced or paid as provided in Section 308 or
                  (ii) all Securities whose payment has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                           (2) all Securities not theretofore delivered to the
                  Trustee for cancellation (i) have become due and payable, (ii)
                  will become due and payable at their Stated Maturity within
                  one year or (iii) are to be called for redemption within one
                  year under arrangements reasonably satisfactory to the Trustee
                  for the giving of notice of redemption by the Trustee in the
                  name, and at the expense, of the Company; and the Company or
                  any Guarantor has irrevocably deposited or caused to be
                  deposited with the Trustee as trust funds in trust an amount
                  in United States dollars sufficient to pay and discharge the
                  entire Indebtedness on the Securities not theretofore
                  delivered to the Trustee for cancellation, including the
                  principal of, premium, if any, and accrued interest on, such
                  Securities at such Maturity, Stated Maturity or Redemption
                  Date;

                  (b) the Company or any Guarantor has paid or caused to be paid
all other sums payable hereunder by the Company and any Guarantor; and




                                       -131-

<PAGE>

                  (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Independent Counsel, in form and substance
reasonably satisfactory to the Trustee, each stating that (i) all conditions
precedent herein relating to the satisfaction and discharge hereof have been
complied with and (ii) such satisfaction and discharge will not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company, any Guarantor or
any Restricted Subsidiary is a party or by which the Company, any Guarantor or
any Restricted Subsidiary is bound.

                  Notwithstanding the satisfaction and discharge hereof, the
obligations of the Company to the Trustee under Section 607 and, if United
States dollars shall have been deposited with the Trustee pursuant to subclause
(2) of subsection (a) of this Section 1201, the obligations of the Trustee under
Section 1202 and the last paragraph of Section 1003 shall survive.

                  Section 1202. Application of Trust Money.
                                ---------------------------

                  Subject to the provisions of the last paragraph of Section
1003, all United States dollars deposited with the Trustee pursuant to Section
1201 shall be held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on, the Securities for whose payment such United
States dollars have been deposited with the Trustee.

                                ARTICLE THIRTEEN

                                   GUARANTEES

                  Section 1301.  Guarantors' Guarantee.
                                 ---------------------

                  For value received, each of the Guarantors, in accordance with
this Article Thirteen, hereby absolutely, fully, unconditionally and irrevocably
guarantees, jointly and severally with each other and with each other Person
which may become a Guarantor hereunder, to the Trustee and the Holders, as if
the Guarantors were the principal debtor, the punctual payment and performance
when due of all Indenture Obligations (which for purposes of this Guarantee
shall also be deemed to include all commissions, fees, charges, costs and other
expenses (including reasonable legal fees and disbursements of one counsel)
arising out of or incurred by the Trustee or the Holders in connection with the
enforcement of this Guarantee).

                                       -132-

<PAGE>

                  Section 1302. Continuing Guarantee; No Right of Set-Off;
                                ------------------------------------------
Independent Obligation.
-----------------------

                  (a) This Guarantee shall be a continuing guarantee of the
payment and performance of all Indenture Obligations and shall remain in full
force and effect until the payment in full of all of the Indenture Obligations
and shall apply to and secure any ultimate balance due or remaining unpaid to
the Trustee or the Holders; and this Guarantee shall not be considered as wholly
or partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in this Indenture including those set forth in Article Eight.
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts which constitute part of the Indenture Obligations
and would be owed by the Company under this Indenture and the Securities but for
the fact that they are unenforceable, reduced, limited, impaired, suspended or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

                  (b) Each Guarantor, jointly and severally, hereby guarantees
that the Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America.

                  (c) Each Guarantor, jointly and severally, guarantees that the
Indenture Obligations shall be paid strictly in accordance with their terms
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the holders of the
Securities.

                  (d) Each Guarantor's liability to pay or perform or cause the
performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 106 hereof.

                  (e) Except as provided herein, the provisions of this Article
Thirteen cover all agreements between the parties hereto relative to this
Guarantee and none of the parties shall be bound by any representation, warranty
or promise made by any Person relative thereto which is not embodied herein; and
it is specifically acknowledged and agreed that this Guarantee has been
delivered by each Guarantor free of any conditions whatsoever and that no
representations, warranties or promises have been made to any Guarantor
affecting its liabilities hereunder, and that the Trustee shall not be bound by
any representations, warranties or promises now or at any time hereafter made by
the Company to any Guarantor.

                                       -133-

<PAGE>

                  (f) This Guarantee is a guarantee of payment, performance and
compliance and not of collectibility and is in no way conditioned or contingent
upon any attempt to collect from or enforce performance or compliance by the
Company or upon any event or condition whatsoever.

                  (g) The obligations of the Guarantors set forth herein
constitute the full recourse obligations of the Guarantors enforceable against
them to the full extent of all their assets and properties.

                  (h) The Guarantee of Sonic Resources, Inc., Sonic - Harbor
City H, Inc., Sonic - West Covina T, Inc., Sonic - Buena Park H, Inc., Sonic -
West Reno Chevrolet, Inc., Sonic - Bethany H, Inc., Sonic - Houston V, L.P.,
Lawrence Marshall Chevrolet, L.P. and Lawrence Marshall Chevrolett, LLC shall be
subordinated to claims against the Guarantor to the same extent as the
Securities are subordinated to Senior Indebtedness.


                  Section 1303. Guarantee Absolute.
                                -------------------

                  The obligations of the Guarantors hereunder are independent of
the obligations of the Company under the Securities and this Indenture and a
separate action or actions may be brought and prosecuted against any Guarantor
whether or not an action or proceeding is brought against the Company and
whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and unconditional
and (to the extent permitted by law) the liability and obligations of the
Guarantors hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:

                  (a)      any defect or lack of validity or enforceability in
                           respect of any Indebtedness or other obligation of
                           the Company or any other Person under this Indenture
                           or the Securities, or any agreement or instrument
                           relating to any of the foregoing;

                  (b)      any grants of time, renewals, extensions,
                           indulgences, releases, discharges or modifications
                           which the Trustee or the Holders may extend to, or
                           make with, the Company, any Guarantor or any other
                           Person, or any change in the time, manner or place of
                           payment of, or in any other term of, all or any of
                           the Indenture Obligations, or any other amendment or
                           waiver of, or any consent to or departure from, this
                           Indenture or the Securities, including any increase
                           or decrease in the Indenture Obligations;

                                       -134-

<PAGE>

                  (c)      the taking of security from the Company, any
                           Guarantor or any other Person, and the release,
                           discharge or alteration of, or other dealing with,
                           such security;


                  (d)      the occurrence of any change in the laws, rules,
                           regulations or ordinances of any jurisdiction by any
                           present or future action of any governmental
                           authority or court amending, varying, reducing or
                           otherwise affecting, or purporting to amend, vary,
                           reduce or otherwise affect, any of the Indenture
                           Obligations and the obligations of any Guarantor
                           hereunder;

                  (e)      the abstention from taking security from the Company,
                           any Guarantor or any other Person or from perfecting,
                           continuing to keep perfected or taking advantage of
                           any security;

                  (f)      any loss, diminution of value or lack of
                           enforceability of any security received from the
                           Company, any Guarantor or any other Person, and
                           including any other guarantees received by the
                           Trustee;

                  (g)      any other dealings with the Company, any Guarantor
                           or any other Person, or with any security;

                  (h)      the Trustee's or the Holders' acceptance of
                           compositions from the Company or any Guarantor;

                  (i)      the application by the Holders or the Trustee of all
                           monies at any time and from time to time received
                           from the Company, any Guarantor or any other Person
                           on account of any indebtedness and liabilities owing
                           by the Company or any Guarantor to the Trustee or the
                           Holders, in such manner as the Trustee or the Holders
                           deems best and the changing of such application in
                           whole or in part and at any time or from time to
                           time, or any manner of application of collateral, or
                           proceeds thereof, to all or any of the Indenture
                           Obligations, or the manner of sale of any collateral;

                  (j)      the release or discharge of the Company or any
                           Guarantor of the Securities or of any Person liable
                           directly as surety or otherwise by operation of law
                           or otherwise for the Securities, other than an
                           express release in writing given by the Trustee, on
                           behalf of the Holders, of the liability and
                           obligations of any Guarantor hereunder;

                                       -135-

<PAGE>

                  (k)      any change in the name, business, capital structure
                           or governing instrument of the Company or any
                           Guarantor or any refinancing or restructuring of any
                           of the Indenture Obligations;

                  (l)      the sale of the Company's or any Guarantor's business
                           or any part thereof;

                  (m)      subject to Section 1314, any merger or consolidation,
                           arrangement or reorganization of the Company, any
                           Guarantor, any Person resulting from the merger or
                           consolidation of the Company or any Guarantor with
                           any other Person or any other successor to such
                           Person or merged or consolidated Person or any other
                           change in the corporate existence, structure or
                           ownership of the Company or any Guarantor or any
                           change in the corporate relationship between the
                           Company and any Guarantor, or any termination of such
                           relationship;

                  (n)      the insolvency, bankruptcy, liquidation, winding-up,
                           dissolution, receivership, arrangement, readjustment,
                           assignment for the benefit of creditors or
                           distribution of the assets of the Company or its
                           assets or any resulting discharge of any obligations
                           of the Company (whether voluntary or involuntary) or
                           of any Guarantor (whether voluntary or involuntary)
                           or the loss of corporate existence;

                  (o)      subject to Section 1314, any arrangement or plan of
                           reorganization affecting the Company or any
                           Guarantor;

                  (p)      any failure, omission or delay on the part of the
                           Company to conform or comply with any term of this
                           Indenture;

                  (q)      any limitation on the liability or obligations of the
                           Company or any other Person under this Indenture, or
                           any discharge, termination, cancellation,
                           distribution, irregularity, invalidity or
                           unenforceability in whole or in part of this
                           Indenture;

                  (r)      any other circumstance (including any statute of
                           limitations) that might otherwise constitute a
                           defense available to, or discharge of, the Company
                           or any Guarantor; or

                  (s)      any modification, compromise, settlement or release
                           by the Trustee, or by operation of law or otherwise,
                           of the Indenture Obligations or the liability of the
                           Company or any other obligor under the Securities, in
                           whole or in part, and any refusal of payment by the
                           Trustee, in whole or in part, from any other obligor
                           or other


                                       -136-

<PAGE>

                           guarantor in connection with any of the Indenture
                           Obligations, whether or not with notice to, or
                           further assent by, or any reservation of rights
                           against, each of the Guarantors.

                  Section 1304. Right to Demand Full Performance.
                                ---------------------------------

                  In the event of any demand for payment or performance by the
Trustee from any Guarantor hereunder, the Trustee or the Holders shall have the
right to demand its full claim and to receive all dividends or other payments in
respect thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Company under
this Indenture and the Securities. The retention by the Trustee or the Holders
of any security, prior to the realization by the Trustee or the Holders of its
rights to such security upon foreclosure thereon, shall not, as between the
Trustee and any Guarantor, be considered as a purchase of such security, or as
payment, satisfaction or reduction of the Indenture Obligations due to the
Trustee or the Holders by the Company or any part thereof. Each Guarantor,
promptly after demand, will reimburse the Trustee and the Holders for all costs
and expenses of collecting such amount under, or enforcing this Guarantee,
including, without limitation, the reasonable fees and expenses of counsel.

                  Section 1305.  Waivers.
                                 -------


                  (a) Each Guarantor hereby expressly waives (to the extent
permitted by law) notice of the acceptance of this Guarantee and notice of the
existence, renewal, extension or the non-performance, non-payment, or
non-observance on the part of the Company of any of the terms, covenants,
conditions and provisions of this Indenture or the Securities or any other
notice whatsoever to or upon the Company or such Guarantor with respect to the
Indenture Obligations, whether by statute, rule of law or otherwise. Each
Guarantor hereby acknowledges communication to it of the terms of this Indenture
and the Securities and all of the provisions therein contained and consents to
and approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment with
respect to (i) any notice of sale, transfer or other disposition of any right,
title to or interest in the Securities by the Holders or in this Indenture, (ii)
any release of any Guarantor from its obligations hereunder resulting from any
loss by it of its rights of subrogation hereunder and (iii) any other
circumstances whatsoever that might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety or that might otherwise
limit recourse against such Guarantor.

                  (b) Without prejudice to any of the rights or recourses which
the Trustee or the Holders may have against the Company, each Guarantor hereby
expressly waives (to the extent permitted by law) any right to require the
Trustee or the Holders to:

                                       -137-

<PAGE>

                           (i)      enforce, assert, exercise, initiate or
                                    exhaust any rights, remedies or recourse
                                    against the Company, any Guarantor or any
                                    other Person under this Indenture or
                                    otherwise;

                           (ii)    value, realize upon, or dispose of any
                                   security of the Company or any other Person
                                   held by the Trustee or the Holders;

                           (iii)   initiate or exhaust any other remedy which
                                   the Trustee or the Holders may have in law or
                                   equity; or

                           (iv)    mitigate the damages resulting from any
                                   default under this Indenture;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

                  Section 1306. The Guarantors Remain Obligated in Event the
                                ---------------------------------------------
Company Is No Longer Obligated to Discharge Indenture Obligations.
------------------------------------------------------------------


                  It is the express intention of the Trustee and the Guarantors
that if for any reason the Company has no legal existence, is or becomes under
no legal obligation to discharge the Indenture Obligations owing to the Trustee
or the Holders by the Company or if any of the Indenture Obligations owing by
the Company to the Trustee or the Holders becomes irrecoverable from the Company
by operation of law or for any reason whatsoever, this Guarantee and the
covenants, agreements and obligations of the Guarantors contained in this
Article Thirteen shall nevertheless be binding upon the Guarantors, as principal
debtor, until such time as all such Indenture Obligations have been paid in full
to the Trustee and all Indenture Obligations owing to the Trustee or the Holders
by the Company have been discharged, or such earlier time as Section 402 shall
apply to the Securities and the Guarantors shall be responsible for the payment
thereof to the Trustee or the Holders upon demand.

                  Section 1307. Fraudulent Conveyance; Contribution;
                                -------------------------------------
Subrogation.
------------


                  (a) Each Guarantor that is a Subsidiary of the Company, and by
its acceptance hereof each Holder, hereby confirms that it is the intention of
all such parties that the Guarantee by such Guarantor pursuant to its Guarantee
not constitute a fraudulent transfer or conveyance for purposes of the
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law. To effectuate the foregoing
intention, the Holders and such Guarantor hereby irrevocably agree that the
obligations of such Guarantor under its Guarantee shall be limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor, and after giving effect to any collections from
or payments made by or


                                       -138-

<PAGE>

on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under
this Indenture, will result in the obligations of such Guarantor under its
Guarantee not constituting such fraudulent transfer or conveyance.


                  (b) Each Guarantor that makes a payment or distribution under
its Guarantee shall be entitled to a contribution from each other Guarantor, if
any, in a pro rata amount based on the net assets of each Guarantor, determined
in accordance with GAAP.

                  (c) Each Guarantor hereby waives all rights of subrogation or
contribution, whether arising by contract or operation of law (including,
without limitation, any such right arising under federal bankruptcy law) or
otherwise by reason of any payment by it pursuant to the provisions of this
Article Thirteen until payment in full of all Indenture Obligations.

                  Section 1308.  Guarantee Is in Addition to Other Security.
                                 -------------------------------------------

                  This Guarantee shall be in addition to and not in substitution
for any other guarantees or other security which the Trustee may now or
hereafter hold in respect of the Indenture Obligations owing to the Trustee or
the Holders by the Company and (except as may be required by law) the Trustee
shall be under no obligation to marshal in favor of each of the Guarantors any
other guarantees or other security or any moneys or other assets which the
Trustee may be entitled to receive or upon which the Trustee or the Holders may
have a claim.

                  Section 1309.  Release of Security Interests.
                                 ------------------------------

                  Without limiting the generality of the foregoing and except as
otherwise provided in this Indenture, each Guarantor hereby consents and agrees,
to the fullest extent permitted by applicable law, that the rights of the
Trustee hereunder, and the liability of the Guarantors hereunder, shall not be
affected by any and all releases for any purpose of any collateral, if any, from
the Liens and security interests created by any collateral document and that
this Guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Indenture Obligations is rescinded
or must otherwise be returned by the Trustee upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, all as though such payment had not
been made.

                  Section 1310.  No Bar to Further Actions.
                                 --------------------------

                  Except as provided by law, no action or proceeding brought or
instituted under Article Thirteen and this Guarantee and no recovery or judgment
in pursuance thereof shall be a bar or defense to any further action or
proceeding which may be


                                       -139-

<PAGE>


brought under Article Thirteen and this Guarantee by reason of any further
default or defaults under Article Thirteen and this Guarantee or in the payment
of any of the Indenture Obligations owing by the Company.



                  Section 1311. Failure to Exercise Rights Shall Not Operate as
                                -----------------------------------------------
a Waiver; No Suspension of Remedies.
------------------------------------


                  (a) No failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders, any right, power, privilege or remedy under
this Article Thirteen and this Guarantee shall operate as a waiver thereof, nor
shall any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity.

                  (b) Nothing contained in this Article Thirteen shall limit the
right of the Trustee or the Holders to take any action to accelerate the
maturity of the Securities pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law.

                  Section 1312.  Trustee's Duties; Notice to Trustee.
                                 ------------------------------------

                  (a) Any provision in this Article Thirteen or elsewhere in
this Indenture allowing the Trustee to request any information or to take any
action authorized by, or on behalf of any Guarantor, shall be permissive and
shall not be obligatory on the Trustee except as the Holders may direct in
accordance with the provisions of this Indenture or where the failure of the
Trustee to request any such information or to take any such action arises from
the Trustee's negligence, bad faith or willful misconduct.

                  (b) The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor or the officers,
directors or agents acting or purporting to act on their respective behalf.

                  Section 1313.  Successors and Assigns.
                                 -----------------------

                  All terms, agreements and conditions of this Article Thirteen
shall extend to and be binding upon each Guarantor and its successors and
permitted assigns and shall enure to the benefit of and may be enforced by the
Trustee and its successors and assigns; provided, however, that the Guarantors
may not assign any of their rights or obligations hereunder other than in
accordance with Article Eight.

                                       -140-

<PAGE>

                  Section 1314.  Release of Guarantee.
                                 ---------------------

                  Concurrently with the payment in full of all of the Indenture
Obligations, the Guarantors shall be released from and relieved of their
obligations under this Article Thirteen. Upon the delivery by the Company to the
Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of this
Guarantee was made by the Company in accordance with the provisions of this
Indenture and the Securities, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guarantors from their
obligations under this Guarantee. If any of the Indenture Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
Indenture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.

                  This Guarantee shall terminate with respect to each Guarantor
and shall be automatically and unconditionally released and discharged as
provided in Section 1013(c).

                  Section 1315.  Execution of Guarantee.
                                 -----------------------

                  (a) To evidence the Guarantee, each Guarantor hereby agrees to
execute the guarantee substantially in the form set forth in Section 205, to be
endorsed on each Security authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of each Guarantor by its Chairman of
the Board, its President, its Chief Executive Officer, Chief Operating Officer
or one of its Vice Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

                  (b) Any person that was not a Guarantor on July 31, 1998 may
become a Guarantor by executing and delivering to the Trustee (i) a supplemental
indenture in form and substance satisfactory to the Trustee, which subjects such
person to the provisions (including the representations and warranties) of this
Indenture as a Guarantor, (ii) in the event that as of the date of such
supplemental indenture any Registrable Securities are outstanding, an instrument
in form and substance satisfactory to the Trustee which subjects such person to
the provisions of the Registration Rights Agreement with respect to such
outstanding Registrable Securities, and (iii) an Opinion of Counsel to the
effect that such supplemental indenture has been duly authorized and executed by
such person and constitutes the legal, valid and binding obligation of such
person (subject to such customary assumptions and exceptions as may be
acceptable to the Trustee in its reasonable discretion).


                                       -141-

<PAGE>

                  (c) If an officer whose signature is on this Indenture no
longer holds that office at the time the Trustee authenticates a Security on
which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

                  Section 1401. Securities Subordinate to Senior Indebtedness.
                                ---------------------------------------------

                  The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article, the Indebtedness
represented by the Securities and the payment of the principal of, premium, if
any, and interest on, the Securities are hereby expressly made subordinate and
subject in right of payment as provided in this Article to the prior payment in
full of all Senior Indebtedness.

                  This Article Fourteen shall constitute a continuing offer to
all Persons who, in reliance upon such provisions, become holders of, or
continue to hold Senior Indebtedness; and such provisions are made for the
benefit of the holders of Senior Indebtedness; and such holders are made
obligees hereunder and they or each of them may enforce such provisions.

                  Section 1402. Payment Over of Proceeds Upon Dissolution, etc.
                                -----------------------------------------------

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or its
assets, or (b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary, or whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshaling of assets or liabilities of the Company, then and in any such event:

                  (1) the holders of Senior Indebtedness shall be entitled to
receive payment in full of all amounts due on or in respect of Senior
Indebtedness before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character (excluding securities of the
Company or any other corporation that are equity securities or are subordinated
in right of payment to all Senior Indebtedness, that may be outstanding, to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article ("Permitted Junior Securities"))
on account of the principal of, premium, if any, or interest on the Securities
or on account of the purchase, redemption, defeasance or other acquisition of,
or in respect of, the Securities


                                       -142-

<PAGE>


(other than amounts previously set aside with the Trustee, or payments
previously made, in either case, pursuant to the provisions of Sections 402 and
403 of this Indenture); and

                  (2) any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities (excluding
Permitted Junior Securities), by set-off or otherwise, to which the Holders or
the Trustee would be entitled but for the provisions of this Article shall be
paid by the liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full, of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness; and

                  (3) in the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have
received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (excluding Permitted Junior
Securities), in respect of principal, premium, if any, and interest on the
Securities before all Senior Indebtedness is paid in full, then and in such
event such payment or distribution (excluding Permitted Junior Securities) shall
be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payments
or distributions of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

                  The consolidation of the Company with, or the merger of the
Company with or into, another Person or the liquidation or dissolution of the
Company following the sale, assignment, conveyance, transfer, lease or other
disposal of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
the surviving entity of such merger or the Person which acquires by sale,
assignment, conveyance, transfer, lease or other disposal of such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other disposal, comply with the conditions set forth in Article Eight.

                                       -143-

<PAGE>

                  Section 1403. Suspension of Payment When Designated Senior
                                --------------------------------------------
Indebtedness in Default.
------------------------

                  (a) Unless Section 1402 shall be applicable, upon the
occurrence and during the continuance of any default in the payment of any
Designated Senior Indebtedness beyond any applicable grace period (a "Payment
Default") and after the receipt by the Trustee from a Senior Representative of
any Designated Senior Indebtedness of written notice of such default, no payment
(other than amounts previously set aside with the Trustee or payments previously
made, in either case, pursuant to Section 402 or 403 in this Indenture) or
distribution of any assets of the Company or any Subsidiary of any kind or
character (excluding Permitted Junior Securities) may be made by the Company on
account of the principal of, premium, if any, or interest on, the Securities, or
on account of the purchase, redemption, defeasance or other acquisition of or in
respect of, the Securities unless and until such Payment Default shall have been
cured or waived or shall have ceased to exist or such Designated Senior
Indebtedness shall have been discharged or paid in full, after which the Company
shall (subject to the other provisions of this Article Fourteen) resume making
any and all required payments in respect of the Securities, including any missed
payments.

                  (b) Unless Section 1402 shall be applicable, (1) upon the
occurrence and during the continuance of any non-payment default with respect to
any Designated Senior Indebtedness pursuant to which the maturity thereof may
then be accelerated immediately (a "Non-payment Default") and (2) after the
receipt by the Trustee and the Company from a Senior Representative of any
Designated Senior Indebtedness of written notice of such Non-payment Default, no
payment (other than any amounts previously set aside with the Trustee, or
payments previously made, in either case, pursuant to the provisions of Sections
402 or 403 in this Indenture) or distribution of any assets of the Company of
any kind or character (excluding Permitted Junior Securities) may be made by the
Company or any Subsidiary on account of the principal of, premium, if any, or
interest on, the Securities, or on account of the purchase, redemption,
defeasance or other acquisition of, or in respect of, the Securities for the
period specified below ("Payment Blockage Period").

                  (c) The Payment Blockage Period shall commence upon the
receipt of notice of the Non-payment Default by the Trustee and the Company from
a Senior Representative and shall end on the earliest of (i) the 179th day after
such commencement, (ii) the date on which such Non-payment Default (and all
other Non-payment Defaults as to which notice is given after such Payment
Blockage Period is initiated) is cured, waived or ceases to exist or on which
such Designated Senior Indebtedness is discharged or paid in full, or (iii) the
date on which such Payment Blockage Period (and all Non-payment Defaults as to
which notice is given after such Payment Blockage Period is initiated) shall
have been terminated by written notice to the Company or the Trustee from the
Senior Representative initiating such Payment Blockage Period, after which, in
the case of clauses (i), (ii) and (iii), the Company shall



                                       -144-

<PAGE>

promptly resume making any and all required payments in respect of the
Securities, including any missed payments. In no event will a Payment Blockage
Period extend beyond 179 days from the date of the receipt by the Company and
the Trustee of the notice initiating such Payment Blockage Period (such 179-day
period referred to as the "Initial Period"). Any number of notices of
Non-payment Defaults may be given during the Initial Period; provided that
during any period of 365 consecutive days only one Payment Blockage Period,
during which payment of principal of, premium, if any, or interest on, the
Securities may not be made, may commence and the duration of such period may not
exceed 179 days. No Non-payment Default with respect to any Designated Senior
Indebtedness that existed or was continuing on the date of the commencement of
any Payment Blockage Period will be, or can be, made the basis for the
commencement of a second Payment Blockage Period, whether or not within a period
of 365 consecutive days, unless such default has been cured or waived for a
period of not less than 90 consecutive days. The Company shall deliver a notice
to the Trustee promptly after the date on which any Non-payment Default is cured
or waived or ceases to exist or on which the Designated Senior Indebtedness
related thereto is discharged or paid in full, and the Trustee is authorized to
act in reliance on such notice.

                  (d) In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, then and in such event
such payment shall be paid over and delivered forthwith to a Senior
Representative of the holders of the Designated Senior Indebtedness or as a
court of competent jurisdiction shall direct.

                  Section 1404. Payment Permitted if No Default.
                                --------------------------------

                  Nothing contained in this Article, elsewhere in this Indenture
or in any of the Securities shall prevent the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other
winding-up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of the Company referred to in Section 1402 or under the
conditions described in Section 1403, from making payments at any time of
principal of, premium, if any, or interest on the Securities.

                  Section 1405. Subrogation to Rights of Holders of Senior
                                ------------------------------------------
Indebtedness.
-------------

                  After the payment in full, the Holders of the Securities shall
be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable
to the Senior Indebtedness until the principal of, premium, if any, and interest
on, the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of Senior Indebtedness of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments



                                       -145-

<PAGE>

over pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

                  Section 1406. Provisions Solely to Define Relative Rights.
                                --------------------------------------------

                  The provisions of this Article are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of, premium, if any, and interest on, the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company or the
Holders of the Securities and creditors of the Company other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness (1) in any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of creditors or
other marshaling of assets and liabilities of the Company referred to in Section
1402, to receive, pursuant to and in accordance with such Section, cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder, or (2) under the conditions specified in Section 1303, to prevent any
payment prohibited by such Section or enforce their rights pursuant to Section
1303(d).

                  Section 1407. Trustee to Effectuate Subordination.
                                ------------------------------------

                  Each Holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved.

                                       -146-

<PAGE>

                  Section 1408. No Waiver of Subordination Provisions.
                                --------------------------------------

                  (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

                  (b) Without limiting the generality of subsection (a) of this
Section, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (1) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (2) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of Senior Indebtedness; and (4) exercise or refrain from exercising any
rights against the Company and any other Person; provided, however, that in no
event shall any such actions limit the right of the Holders of the Securities to
take any action to accelerate the maturity of the Securities pursuant to Article
Five of this Indenture or to pursue any rights or remedies hereunder or under
applicable laws if the taking of such action does not otherwise violate the
terms of this Article.

                  Section 1409. Notice to Trustee.
                                ------------------

                  (a) The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness or from a Senior
Representative or any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section by Noon,
Eastern Time, on the Business Day prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, premium, if any, or interest on any
Security), then, anything herein contained to the contrary notwithstanding



                                       -147-

<PAGE>

but without limiting the rights and remedies of the holders of Senior
Indebtedness, a Senior Representative or any trustee, fiduciary or agent
thereof, the Trustee shall have full power and authority to receive such money
and to apply the same to the purpose for which such money was received and shall
not be affected by any notice to the contrary which may be received by it after
such date; nor shall the Trustee be charged with knowledge of the curing of any
such default or the elimination of the act or condition preventing any such
payment unless and until the Trustee shall have received an Officers'
Certificate to such effect.

                  (b) The Trustee shall be entitled to rely on the delivery to
it of a written notice to the Trustee and the Company by a Person representing
himself to be a Senior Representative or a holder of Senior Indebtedness (or a
trustee, fiduciary or agent therefor) to establish that such notice has been
given by a Senior Representative or a holder of Senior Indebtedness (or a
trustee, fiduciary or agent therefor); provided, however, that failure to give
such notice to the Company shall not affect in any way the ability of the
Trustee to rely on such notice. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

                  Section 1410. Reliance on Judicial Orders or Certificates.
                                --------------------------------------------

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, or a certificate of a Senior
Representative, delivered to the Trustee or to the Holders of Securities for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article,
provided that the foregoing shall apply only if such court has been fully
apprised of the provisions of this Article.

                                       -148-

<PAGE>

                  Section 1411. Rights of Trustee as a Holder of Senior
                                ---------------------------------------
Indebtedness; Preservation of Trustee's Rights.
-----------------------------------------------

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 607.

                  Section 1412. Article Applicable to Paying Agents.
                                ------------------------------------

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting under this
Indenture, the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1411 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

                  Section 1413. No Suspension of Remedies.
                                --------------------------

                  Nothing contained in this Article shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article Five of this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to the
rights, if any, under this Article of the holders, from time to time, of Senior
Indebtedness to receive the cash, property or securities receivable upon the
exercise of such rights or remedies.

                  Section 1414. Trustee's Relation to Senior Indebtedness.
                                ------------------------------------------

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Article against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the
Trustee shall not be liable to any holder of Senior Indebtedness if it shall in
good faith mistakenly (absent negligence or willful misconduct) pay over or
deliver to Holders, the Company or any other Person moneys or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

                                      * * *





                                       -149-

<PAGE>

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

                            Sonic Automotive, Inc.


                            By:    /s/ Theodore M. Wright
                                   -----------------------------
                                   Name:  Theodore M. Wright
                                   Title:  Vice President, Treasurer and Chief
                                   Financial Officer

Attest:    /s/ Stephen K. Coss
           -------------------------
           Name:  Stephen K. Coss
           Title:  Vice President, General
           Counsel and Secretary

                            AUTOBAHN, INC. (a California corporation)
                            CAPITOL CHEVROLET AND IMPORTS, INC. (an Alabama
                              corporation)
                            COBB PONTIAC CADILLAC, INC. (an Alabama corporation)
                            FA SERVICE CORPORATION (a California corporation)
                            FAA AUTO FACTORY, INC. (a California corporation)
                            FAA BEVERLY HILLS, INC. (a California corporation)
                            FAA CAPITOL F, INC. (a California corporation)
                            FAA CAPITOL N, INC. (a California corporation)
                            FAA CONCORD H, INC. (a California corporation)
                            FAA CONCORD N, INC. (a California corporation)
                            FAA CONCORD T, INC. (a California corporation)
                            FAA DUBLIN N, INC. (a California corporation)
                            FAA DUBLIN VWD, INC. (a California corporation)
                            FAA HOLDING CORP. (a California corporation)
                            FAA LAS VEGAS H, INC. (a Nevada corporation)
                            FAA MARIN D, INC. (a California corporation)
                            FAA MARIN F, INC. (a California corporation)
                            FAA MARIN LR, INC. (a California corporation)
                            FAA POWAY D, INC. (a California corporation)
                            FAA POWAY G, INC. (a California corporation)
                            FAA POWAY H, INC. (a California corporation)
                            FAA POWAY T, INC. (a California corporation)
                            FAA SAN BRUNO, INC. (a California corporation)
                            FAA SANTA MONICA V, INC. (a California corporation)
                            FAA SERRAMONTE H, INC. (a California corporation)
                            FAA SERRAMONTE L, INC. (a California corporation)
                            FAA SERRAMONTE, INC. (a California corporation)
                            FAA STEVENS CREEK, INC. (a California corporation)
                            FAA TORRANCE CPJ, INC. (a California corporation)
                            FIRSTAMERICA AUTOMOTIVE, INC. (a Delaware
                              corporation)
                            FORT MILL CHRYSLER-PLYMOUTH-DODGE INC. (a South
                              Carolina corporation)


                                       -150-

<PAGE>

                            FORT MILL FORD, INC. (a South Carolina corporation)
                            FRANCISCAN MOTORS, INC. (a California corporation)
                            FREEDOM FORD, INC. (a Florida corporation)
                            FRONTIER OLDSMOBILE-CADILLAC, INC. (a North Carolina
                              corporation)
                            HMC FINANCE ALABAMA, INC. (an Alabama corporation)
                            KRAMER MOTORS INCORPORATED (a California
                              corporation)
                            LAWRENCE MARSHALL CHEVROLET, LLC (a Delaware limited
                               liability company)
                            LAWRENCE MARSHALL CHEVROLET, L.P. (a Texas limited
                               partnership)
                            L DEALERSHIP GROUP, INC. (a Texas corporation)
                            MARCUS DAVID CORPORATION (a North Carolina
                               corporation)
                            PHILPOTT MOTORS, LTD. (a Texas limited partnership)
                            RIVERSIDE NISSAN, INC. (an  Oklahoma corporation)
                            ROYAL MOTOR COMPANY, INC. (an Alabama corporation)
                            SANTA CLARA IMPORTED CARS, INC. (a California
                               corporation)
                            SMART NISSAN, INC. (a California corporation)
                            SONIC AUTOMOTIVE - BONDESEN, INC. (a Florida
                               corporation)
                            SONIC AUTOMOTIVE OF CHATTANOOGA, LLC (a Tennessee
                               limited liability company)
                            SONIC AUTOMOTIVE-CLEARWATER, INC. (a Florida
                               corporation)
                            SONIC AUTOMOTIVE COLLISION CENTER OF CLEARWATER,
                               INC. (a Florida corporation)
                            SONIC AUTOMOTIVE F&I, LLC (a Nevada limited
                               liability company)
                            SONIC AUTOMOTIVE OF GEORGIA, INC. (a Georgia
                               corporation)
                            SONIC AUTOMOTIVE OF NASHVILLE, LLC (a Tennessee
                               limited liability company)
                            SONIC AUTOMOTIVE OF NEVADA, INC. (a Nevada
                               corporation)
                            SONIC AUTOMOTIVE SERVICING COMPANY, LLC (a Nevada
                               limited liability company)
                            SONIC AUTOMOTIVE OF TENNESSEE, INC. (a Tennessee
                               corporation)
                            SONIC AUTOMOTIVE OF TEXAS, L.P. (a Texas limited
                               partnership)
                            SONIC AUTOMOTIVE WEST, LLC (a Nevada limited l
                               iability company)
                            SONIC AUTOMOTIVE - 1307 N. DIXIE HWY., NSB, INC. (a
                               Florida corporation)
                            SONIC AUTOMOTIVE-1400 AUTOMALL DRIVE, COLUMBUS, INC.
                              (an Ohio corporation)
                            SONIC AUTOMOTIVE-1455 AUTOMALL DRIVE, COLUMBUS, INC.
                              (an Ohio corporation)
                            SONIC AUTOMOTIVE-1495 AUTOMALL DRIVE, COLUMBUS, INC.
                              (an Ohio corporation)
                            SONIC AUTOMOTIVE-1500 AUTOMALL DRIVE, COLUMBUS, INC.
                              (an Ohio corporation)


                                       -151-

<PAGE>

                            SONIC AUTOMOTIVE - 1720 MASON AVE., DB, INC. (a
                              Florida corporation)
                            SONIC AUTOMOTIVE - 1720 MASON AVE., DB, LLC (a
                              Florida limited liability
                                company)
                            SONIC AUTOMOTIVE - 1919 N. DIXIE HWY., NSB, INC.
                                (a Florida corporation)
                            SONIC AUTOMOTIVE - 21699 U.S. HWY 19 N., INC. (a
                                Florida corporation)
                            SONIC AUTOMOTIVE - 241 RIDGEWOOD AVE., HH, INC. (a
                                Florida corporation)
                            SONIC AUTOMOTIVE 2424 LAURENS RD., GREENVILLE, INC.
                               (a South Carolina corporation)
                            SONIC AUTOMOTIVE - 2490 SOUTH LEE
                                HIGHWAY, LLC (a Tennessee
                                limited liability company),
                            SONIC AUTOMOTIVE 2752 LAURENS RD., GREENVILLE, INC.
                                (a South Carolina corporation)
                            SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P. (a Texas
                                limited partnership)
                            SONIC AUTOMOTIVE-3700 WEST BROAD STREET, COLUMBUS,
                                INC. (an Ohio corporation)
                            SONIC AUTOMOTIVE - 3741 S. NOVA RD., PO, INC. (a
                                Florida corporation)
                            SONIC AUTOMOTIVE-4000 WEST BROAD STREET, COLUMBUS,
                                INC. (an Ohio corporation)
                            SONIC AUTOMOTIVE - 4701 I-10 EAST, TX, L.P. (a Texas
                                limited partnership)
                            SONIC AUTOMOTIVE - 5221 I-10 EAST, TX, L.P. (a Texas
                                limited partnership)
                            SONIC AUTOMOTIVE  5260 PEACHTREE INDUSTRIAL BLVD.,
                                LLC (a Georgia limited liability company)
                            SONIC AUTOMOTIVE-5585 PEACHTREE INDUSTRIAL BLVD.,
                                LLC (a Georgia limited liability company),
                            SONIC AUTOMOTIVE - 6008 N. DALE MABRY, FL, INC. (a
                                Florida corporation)
                            SONIC AUTOMOTIVE - 6025 INTERNATIONAL DRIVE, LLC (a
                                Tennessee limited
                                liability company)
                            SONIC AUTOMOTIVE - 9103 E. INDEPENDENCE, NC, LLC (a
                                North Carolina limited liability company)
                            SONIC - BETHANY H, INC. (an Oklahoma corporation)
                            SONIC - 2185 CHAPMAN RD., CHATTANOOGA, LLC (a
                                Tennessee limited liability company)
                            SONIC - BUENA PARK H, INC. (a California
                                 corporation)
                            SONIC - CAMP FORD, L.P. (a Texas limited
                                partnership)
                            SONIC - CAPITAL CHEVROLET, INC. (an Ohio
                                corporation)
                            SONIC - CARROLLTON V, L.P. (a Texas limited
                                partnership)
                            SONIC CHRYSLER-PLYMOUTH-JEEP, LLC (a North Carolina
                                limited liabilitycompany)
                            SONIC - CLASSIC DODGE, INC. (an
                                Alabama corporation)
                            SONIC - COAST CADILLAC, INC. (a
                               California corporation)
                            SONIC DODGE, LLC (a North Carolina limited
                               liability company)
                            SONIC DEVELOPMENT, LLC (a North
                               Carolina limited liability company)
                            SONIC - FM AUTOMOTIVE, LLC (a Florida limited
                               liability company)


                                       -152-

<PAGE>

                             SONIC - FM , INC. (a Florida corporation)
                             SONIC - FM NISSAN, INC. (a Florida corporation)
                             SONIC - FM VW, INC. (a Florida corporation)
                             SONIC - FORT WORTH T, L.P. (a Texas limited
                                 partnership)
                             SONIC - FREELAND, INC. (a Florida corporation)
                             SONIC - GLOBAL IMPORTS, L.P. (a Georgia limited
                                 partnership)
                             SONIC - GLOVER, INC. (an Oklahoma corporation)
                             SONIC - HARBOR CITY H, INC. (a California
                                 corporation)
                             SONIC - HOUSTON V, L.P. (a Texas limited
                                 partnership)
                             SONIC - INTEGRITY DODGE LV, LLC (a Nevada limited
                                 liability company)
                             SONIC - LAS VEGAS C EAST, LLC (a Nevada limited
                                 liability company)
                             SONIC - LAS VEGAS C WEST, LLC (a Nevada limited
                                 liability company)
                             SONIC - LLOYD NISSAN, INC. (a Florida corporation)
                             SONIC - LLOYD PONTIAC - CADILLAC, INC. (a Florida
                                 corporation)
                             SONIC - LUTE RILEY, L. P. (a Texas limited
                                 partnership)
                             SONIC - MANHATTAN FAIRFAX, INC. (a Virginia
                                 corporation)
                             SONIC - MANHATTAN WALDORF, INC. (a Maryland
                                 corporation)
                             SONIC - MONTGOMERY FLM, INC. (an Alabama
                                 corporation)
                             SONIC - NEWSOME CHEVROLET WORLD, INC. (a South
                                 Carolina corporation)
                             SONIC - NEWSOME OF FLORENCE, INC. (a South Carolina
                                 corporation)
                             SONIC - NORTH CHARLESTON, INC. (a South Carolina
                                 corporation)
                             SONIC - NORTH CHARLESTON DODGE, INC. (a South
                                 Carolina corporation)
                             SONIC - PARK PLACE A, L.P. (a Texas limited
                                 partnership) (formerly Sonic -
                                 Dallas Auto Factory, L.P.)
                             SONIC PEACHTREE INDUSTRIAL BLVD., L.P. (a Georgia
                                 limited partnership)
                             SONIC - READING, L.P. (a Texas limited partnership)
                             SONIC RESOURCES, INC. (a Nevada corporation)
                             SONIC - RICHARDSON F, L.P. (a Texas limited
                                  partnership)
                             SONIC-RIVERSIDE, INC. (an Oklahoma corporation)
                             SONIC - RIVERSIDE AUTO FACTORY, INC. (an Oklahoma
                                 corporation)
                             SONIC - ROCKVILLE IMPORTS, INC. (a Maryland
                                 corporation)
                             SONIC - ROCKVILLE MOTORS, INC. (a Maryland
                                 corporation)
                             SONIC - SAM WHITE NISSAN, L.P. (a Texas limited
                                 partnership)
                             SONIC - SHOTTENKIRK, INC. (a Florida corporation)
                             SONIC - STEVENS CREEK B, INC. (a California
                                 corporation) (formerly known as
                                 Don Lucas International, Inc.)
                             SONIC - SUPERIOR OLDSMOBILE, LLC  (a Tennessee
                                  limited liability company)
                             SONIC OF TEXAS, INC. (a Texas corporation)
                             SONIC-VOLVO LV, LLC (a Nevada limited liability
                                 company)
                             SONIC - WEST COVINA T, INC. (a California
                                 corporation)
                             SONIC - WEST RENO CHEVROLET, INC. (an Oklahoma
                                 corporation)


                                       -153-

<PAGE>

                             SONIC - WILLIAMS BUICK, INC. (an Alabama
                                 corporation)
                             SONIC - WILLIAMS CADILLAC, INC. (an Alabama
                                 corporation)
                             SONIC - WILLIAMS IMPORTS, INC. (an Alabama
                                 corporation)
                             SONIC - WILLIAMS MOTORS, LLC (an Alabama limited
                                 liability company)
                             SPEEDWAY CHEVROLET, INC. (an Oklahoma corporation)
                             SRE ALABAMA - 2, LLC (an Alabama limited liability
                                 company)
                             SRE ALABAMA - 3, LLC (an Alabama limited liability
                                 company)
                             SREALESTATE ARIZONA - 1, LLC (an Arizona limited
                                 liability company)
                             SREALESTATE ARIZONA - 2, LLC (an Arizona limited
                                 liability company)
                             SREALESTATE ARIZONA - 3, LLC (an Arizona limited
                                 liability company)
                             SREALESTATE ARIZONA - 4, LLC (an Arizona limited
                                 liability company)
                             SRE FLORIDA - 1, LLC (a Florida limited liability
                                 company)
                             SRE FLORIDA - 2, LLC (a Florida limited liability
                                 company)
                             SRE FLORIDA - 3, LLC (a Florida limited liability
                                 company)
                             SRE GEORGIA - 1, L.P. (a Georgia limited liability
                                 partnership)
                             SRE GEORGIA - 2, L.P. (a Georgia limited liability
                                 partnership)
                             SRE GEORGIA - 3, L.P. (a Georgia limited liability
                                 partnership)
                             SRE HOLDING, LLC (a North Carolina limited
                                 liability company)
                             SRE NEVADA - 1, LLC (a Nevada limited liability
                                 company)
                             SRE NEVADA - 2, LLC (a Nevada limited liability
                                 company)
                             SRE NEVADA - 3, LLC (a Nevada limited liability
                                 company)
                             SRE SOUTH CAROLINA - 2, LLC (a South Carolina
                                 limited liability company)
                             SRE TENNESSEE - 1, LLC (a Tennessee limited
                                 liability company)
                             SRE TENNESSEE - 2, LLC (a Tennessee limited
                                 liability company)
                             SRE TENNESSEE - 3, LLC (a Tennessee limited
                                 liability company)
                             SRE TEXAS - 1, L.P. (a Texas limited partnership)
                             SRE TEXAS - 2, L.P. (a Texas limited partnership)
                             SRE TEXAS - 3, L.P. (a Texas limited partnership)
                             SRE VIRGINIA - 1, LLC (a Virginia limited liability
                                 company)
                             STEVENS CREEK CADILLAC, INC. (a California
                                 corporation)
                             TRANSCAR LEASING, INC. (a California corporation)
                             TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP, LLC (a
                                 Tennessee limited liability company]
                             TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP OF ROCK
                                 HILL, INC. (a South Carolina corporation)
                             TOWN AND COUNTRY DODGE OF CHATTANOOGA, LLC (a
                                 Tennessee limited liability company)
                             TOWN AND COUNTRY FORD, INCORPORATED (a North
                                 Carolina corporation)
                             TOWN AND COUNTRY FORD OF CLEVELAND, LLC (a
                                 Tennessee limited liability company)
                             TOWN AND COUNTRY JAGUAR, LLC (a Tennessee limited
                                 liability company)
                             VILLAGE IMPORTED CARS, INC. (a Maryland
                                 corporation)
                             WINDWARD, INC. (a Hawaii corporation)




                                       -154-

<PAGE>


                                           By:   /s/ Theodore M. Wright
                                                 --------------------------
                                                 Name:  Theodore M. Wright
                                                 Title:  Vice President

Attest:    /s/ Stephen K. Coss
           -------------------------
           Name: Stephen K. Coss
           Title: Vice President

                                          U.S. BANK TRUST NATIONAL ASSOCIATION


                                          By:    /s/ Lori Anne Rosenberg
                                                 ------------------------------
                                                 Name: Lori Anne Rosenberg
                                                 Title: Assistant Vice President


                                      -1-




<PAGE>

STATE OF North Carolina            )
                                   )  ss.:
COUNTY OF Mecklenburg              )

                  On the 19th day of November, 2001, before me personally came
Theodore M. Wright, to me known, who, being by me duly sworn, did depose and say
that he resides at Charlotte, North Carolina; that he is the Vice President,
Treasurer and Chief Financial Officer of Sonic Automotive, Inc., a corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto pursuant to authority of the Board of Directors of such
corporation.

                                                                       (NOTARIAL
                                                                           SEAL)



                                  /s/ Mary E. Goretti

                                  -------------------------
                                  Notary Public, Commission Expires 9/19/2004


                                      -1-


<PAGE>

STATE OF North Carolina                                       )
                                                              )  ss.:
COUNTY OF Mecklenburg                                         )

                  On the 19th day of November, 2001, before me personally came
Theodore M. Wright, to me known, who, being by me duly sworn, did depose and say
that he resides at Charlotte, North Carolina; that he is the Vice President of
the corporations listed below, corporations described in and which executed the
foregoing instrument; and that he signed his name thereto pursuant to authority
of the Board of Directors of such corporations.

                                                                       (NOTARIAL
                                                                           SEAL)



                    / Mary E. Goretti
                    -------------------------------------------
                    Notary Public, Commission Expires 9/19/2004

                    AUTOBAHN, INC. (a California corporation)
                    CAPITOL CHEVROLET AND IMPORTS, INC. (an Alabama corporation)
                    COBB PONTIAC CADILLAC, INC. (an Alabama corporation)
                    FA SERVICE CORPORATION (a California corporation)
                    FAA AUTO FACTORY, INC. (a California corporation)
                    FAA BEVERLY HILLS, INC. (a California corporation)
                    FAA CAPITOL F, INC. (a California corporation)
                    FAA CAPITOL N, INC. (a California corporation)
                    FAA CONCORD H, INC. (a California corporation)
                    FAA CONCORD N, INC. (a California corporation)
                    FAA CONCORD T, INC. (a California corporation)
                    FAA DUBLIN N, INC. (a California corporation)
                    FAA DUBLIN VWD, INC. (a California corporation)
                    FAA HOLDING CORP. (a California corporation)
                    FAA LAS VEGAS H, INC. (a Nevada corporation)
                    FAA MARIN D, INC. (a California corporation)
                    FAA MARIN F, INC. (a California corporation)
                    FAA MARIN LR, INC. (a California corporation)
                    FAA POWAY D, INC. (a California corporation)
                    FAA POWAY G, INC. (a California corporation)
                    FAA POWAY H, INC. (a California corporation)
                    FAA POWAY T, INC. (a California corporation)
                    FAA SAN BRUNO, INC. (a California corporation)
                    FAA SANTA MONICA V, INC. (a California corporation)



                                       -157-

<PAGE>

                    FAA SERRAMONTE H, INC. (a California corporation)
                    FAA SERRAMONTE L, INC. (a California corporation)
                    FAA SERRAMONTE, INC. (a California corporation)
                    FAA STEVENS CREEK, INC. (a California corporation)
                    FAA TORRANCE CPJ, INC. (a California corporation)
                    FIRSTAMERICA AUTOMOTIVE, INC. (a Delaware corporation)
                    FORT MILL CHRYSLER-PLYMOUTH-DODGE INC. (a South Carolina
                       corporation)
                    FORT MILL FORD, INC. (a South Carolina corporation)
                    FRANCISCAN MOTORS, INC. (a California corporation)
                    FREEDOM FORD, INC. (a Florida corporation)
                    FRONTIER OLDSMOBILE-CADILLAC, INC. (a North Carolina
                       corporation)
                    HMC FINANCE ALABAMA, INC. (an Alabama corporation)
                    KRAMER MOTORS INCORPORATED (a California corporation)
                    L DEALERSHIP GROUP, INC. (a Texas corporation)
                    MARCUS DAVID CORPORATION (a North Carolina corporation)
                    RIVERSIDE NISSAN, INC. (an  Oklahoma corporation)
                    ROYAL MOTOR COMPANY, INC. (an Alabama corporation)
                    SANTA CLARA IMPORTED CARS, INC. (a California corporation)
                    SMART NISSAN, INC. (a California corporation)
                    SONIC AUTOMOTIVE - BONDESEN, INC. (a Florida corporation)
                    SONIC AUTOMOTIVE - CLEARWATER, INC. (a Florida corporation)
                    SONIC AUTOMOTIVE COLLISION CENTER OF CLEARWATER, INC. (a
                       Florida corporation)
                    SONIC AUTOMOTIVE OF GEORGIA, INC. (a Georgia corporation)
                    SONIC AUTOMOTIVE OF NEVADA, INC. (a Nevada corporation)
                    SONIC AUTOMOTIVE OF TENNESSEE, INC. (a Tennessee
                       corporation)
                    SONIC AUTOMOTIVE - 1307 N. DIXIE HWY., NSB, INC. (a Florida
                       corporation)
                    SONIC AUTOMOTIVE - 1400 AUTOMALL DRIVE, COLUMBUS, INC.
                       (an Ohio corporation)
                    SONIC AUTOMOTIVE - 1455 AUTOMALL DRIVE, COLUMBUS, INC. (an
                       Ohio corporation)
                    SONIC AUTOMOTIVE - 1495 AUTOMALL DRIVE, COLUMBUS, INC. (an
                       Ohio corporation)

                                      -2-



<PAGE>

                    SONIC AUTOMOTIVE - 1500 AUTOMALL DRIVE, COLUMBUS, INC. (an
                         Ohio corporation)
                    SONIC AUTOMOTIVE - 1720 MASON AVE., DB, INC. (a Florida
                         corporation)
                    SONIC AUTOMOTIVE - 1919 N. DIXIE HWY., NSB, INC. (a Florida
                         corporation)
                    SONIC AUTOMOTIVE - 21699 U.S. HWY 19 N., INC. (a Florida
                         corporation)
                    SONIC AUTOMOTIVE - 241 RIDGEWOOD AVE., HH, INC. (a Florida
                         corporation)
                    SONIC AUTOMOTIVE - 2424 LAURENS RD., GREENVILLE, INC. (a
                         South Carolina corporation)
                    SONIC AUTOMOTIVE - 2752 LAURENS RD., GREENVILLE, INC. (a
                         South Carolina corporation)
                    SONIC AUTOMOTIVE - 3700 WEST BROAD STREET, COLUMBUS, INC.
                         (an Ohio corporation)
                    SONIC AUTOMOTIVE - 3741 S. NOVA RD., PO, INC. (a Florida
                          corporation)
                    SONIC AUTOMOTIVE - 4000 WEST BROAD STREET, COLUMBUS, INC.
                         (an Ohio corporation)
                    SONIC AUTOMOTIVE - 6008 N. DALE MABRY, FL, INC. (a Florida
                         corporation)
                    SONIC - BETHANY H, INC. (an Oklahoma corporation)
                    SONIC - BUENA PARK H, INC. (a California corporation)
                    SONIC - CAPITAL CHEVROLET, INC. (an Ohio corporation)
                    SONIC - CLASSIC DODGE, INC. (an Alabama corporation)
                    SONIC - COAST CADILLAC, INC. (a California corporation)
                    SONIC - FM , INC. (a Florida corporation)
                    SONIC - FM NISSAN, INC. (a Florida corporation)
                    SONIC - FM VW, INC. (a Florida corporation)
                    SONIC - FREELAND, INC. (a Florida corporation)
                    SONIC - GLOVER, INC. (an Oklahoma corporation)
                    SONIC - HARBOR CITY H, INC. (a California corporation)
                    SONIC - LLOYD NISSAN, INC. (a Florida corporation)
                    SONIC - LLOYD PONTIAC - CADILLAC, INC. (a Florida
                         corporation)
                    SONIC - MANHATTAN FAIRFAX, INC. (a Virginia corporation)
                    SONIC - MANHATTAN WALDORF, INC. (a Maryland corporation)
                    SONIC - MONTGOMERY FLM, INC. (an Alabama corporation)
                    SONIC - NEWSOME CHEVROLET WORLD, INC. (a South Carolina
                         corporation)

                                      -3-


<PAGE>

                    SONIC - NEWSOME OF FLORENCE, INC. (a South Carolina
                         corporation)
                    SONIC - NORTH CHARLESTON, INC. (a South Carolina
                         corporation)
                    SONIC - NORTH CHARLESTON DODGE, INC. (a South Carolina
                         corporation)
                    SONIC RESOURCES, INC. (a Nevada corporation)
                    SONIC - RIVERSIDE, INC. (an Oklahoma corporation)
                    SONIC - RIVERSIDE AUTO FACTORY, INC. (an Oklahoma
                         corporation)
                    SONIC - ROCKVILLE IMPORTS, INC. (a Maryland corporation)
                    SONIC - ROCKVILLE MOTORS, INC. (a Maryland corporation)
                    SONIC - SHOTTENKIRK, INC. (a Florida corporation)
                    SONIC - STEVENS CREEK B, INC. (a California corporation)
                        (formerly known as Don Lucas International, Inc.)
                    SONIC OF TEXAS, INC. (a Texas corporation)
                    SONIC - WEST COVINA T, INC. (a California corporation)
                    SONIC - WEST RENO CHEVROLET, INC. (an Oklahoma corporation)
                    SONIC - WILLIAMS BUICK, INC. (an Alabama corporation)
                    SONIC - WILLIAMS CADILLAC, INC. (an Alabama corporation)
                    SONIC - WILLIAMS IMPORTS, INC. (an Alabama corporation)
                    SPEEDWAY CHEVROLET, INC. (an Oklahoma corporation)
                    STEVENS CREEK CADILLAC, INC. (a California corporation)
                    TRANSCAR LEASING, INC. (a California corporation)
                    TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP OF ROCK HILL, INC.
                        (a South Carolina corporation)
                    TOWN AND COUNTRY FORD, INCORPORATED (a North Carolina
                        corporation)
                    VILLAGE IMPORTED CARS, INC. (a Maryland corporation)
                    WINDWARD, INC. (a Hawaii corporation)



                                      -4-


<PAGE>

STATE OF North Carolina           )
                                  )  ss.:
COUNTY OF Mecklenburg             )

                  On the 19th day of November, 2001, before me personally came
Theodore M. Wright, to me known, who, being by me duly sworn, did depose and say
that he resides at Charlotte, North Carolina; that he is the Vice President of
the limited liability companiess listed below, limited liability companies
described in and which executed the foregoing instrument; and that he signed his
name thereto pursuant to authority under the operating agreements of such
limited liability companies.

                                                                       (NOTARIAL
                                                                           SEAL)



                               /s/ Mary E. Goretti

                              -------------------------------------------------
                             Notary Public, Commission Expires 9/19/2004

                             LAWRENCE MARSHALL CHEVROLET, LLC (a Delaware
                                 limited liability company)
                             SONIC AUTOMOTIVE OF CHATTANOOGA, LLC (a Tennessee
                                 limited liability company)
                             SONIC AUTOMOTIVE F&I, LLC (a Nevada limited
                                 liability company)
                             SONIC AUTOMOTIVE OF NASHVILLE, LLC (a Tennessee
                                 limited liability company)
                             SONIC AUTOMOTIVE SERVICING COMPANY, LLC (a Nevada
                                 limited liability company)
                             SONIC AUTOMOTIVE WEST, LLC (a Nevada limited
                                 liability company)
                             SONIC AUTOMOTIVE - 1720 MASON AVE., DB, LLC (a
                                 Florida limited liability company )
                             SONICAUTOMOTIVE - 2490 SOUTH LEE HIGHWAY, LLC (a
                                 Tennessee limited liability company)
                             SONIC AUTOMOTIVE - 5260 PEACHTREE INDUSTRIAL BLVD.,
                                 LLC (a Georgia limited liability company)
                             SONIC AUTOMOTIVE - 5585 PEACHTREE INDUSTRIAL BLVD.,
                                 LLC (a Georgia limited liability company)
                             SONIC AUTOMOTIVE - 6025 INTERNATIONAL DRIVE, LLC (a
                                 Tennessee limited liability company)


                                      -5-

<PAGE>

                             SONIC AUTOMOTIVE - 9103 E. INDEPENDENCE, NC, LLC (a
                                 North Carolina limited liability company)
                             SONIC - BETHANY H, INC. (an Oklahoma corporation)
                             SONIC - 2185 CHAPMAN RD., CHATTANOOGA, LLC (a
                                 Tennessee limited liability company)
                             SONIC CHRYSLER-PLYMOUTH-JEEP, LLC (a North Carolina
                                 limited liability company)
                             SONIC DODGE, LLC (a North Carolina limited
                                 liability company)
                             SONIC DEVELOPMENT, LLC (a North Carolina limited
                                 liability company)
                             SONIC - FM AUTOMOTIVE, LLC (a Florida limited
                                 liability company)
                             SONIC - INTEGRITY DODGE LV, LLC (a Nevada limited
                                 liability company)
                             SONIC - LAS VEGAS C EAST, LLC (a Nevada limited
                                 liability company)
                             SONIC - LAS VEGAS C WEST, LLC (a Nevada limited
                                 liability company)
                             SONIC - SUPERIOR OLDSMOBILE, LLC (a Tennessee
                                 limited liability company)
                             SONIC - VOLVO LV, LLC (a Nevada limited liability
                                 company)
                             SONIC - WILLIAMS MOTORS, LLC (an Alabama limited
                                 liability company)
                             SRE ALABAMA - 2, LLC (an Alabama limited liability
                                 company)
                             SRE ALABAMA - 3, LLC (an Alabama limited liability
                                 company)
                             SREALESTATE ARIZONA - 1, LLC (an Arizona limited
                                 liability company)
                             SREALESTATE ARIZONA - 2, LLC (an Arizona limited
                                 liability company)
                             SREALESTATE ARIZONA - 3, LLC (an Arizona limited
                                 liability company)
                             SREALESTATE ARIZONA - 4, LLC (an Arizona limited
                                 liability company)
                             SRE FLORIDA - 1, LLC (a Florida limited liability
                                 company)
                             SRE FLORIDA - 2, LLC (a Florida limited liability
                                 company)
                             SRE FLORIDA - 3, LLC (a Florida limited liability
                                 company)
                             SRE HOLDING, LLC (a North Carolina limited
                                 liability company) SRE
                             NEVADA - 1, LLC (a Nevada limited liability
                                 company)
                             SRE NEVADA - 2, LLC (a Nevada limited liability
                                 company)

                                      -6-


<PAGE>

                             SRE NEVADA - 3, LLC (a Nevada limited liability
                                 company)
                             SRE SOUTH CAROLINA - 2, LLC (a South Carolina
                                 limited liability company)
                             SRE TENNESSEE - 1, LLC (a Tennessee limited
                                 liability company)
                             SRE TENNESSEE - 2, LLC (a Tennessee limited
                                 liability company)
                             SRE TENNESSEE - 3, LLC (a Tennessee limited
                                 liablity company)
                             SRE VIRGINIA - 1, LLC (a Virginia limited liability
                                 company)
                             TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP, LLC (a
                                 Tennessee limited liability company]
                             TOWN AND COUNTRY DODGE OF CHATTANOOGA, LLC (a
                                 Tennessee limited liability company)
                             TOWN AND COUNTRY FORD OF CLEVELAND, LLC (a
                                 Tennessee limited liability company)
                             TOWN AND COUNTRY JAGUAR, LLC (a Tennessee limited
                                 liability company)



                                      -7-


<PAGE>

STATE OF North Carolina      )
                             )  ss.:
COUNTY OF Mecklenburg        )

                  On the 19th day of November, 2001, before me personally came
Theodore M. Wright, to me known, who, being by me duly sworn, did depose and say
that he resides at Charlotte, North Carolina; that he, the Vice President of the
general partner of each of the limited partnerships listed below; limited
partnerships described in and which executed the foregoing instrument; and that
he signed his name thereto pursuant to authority of the general partner under
the partnership agreements of such limited partnerships.

                                                                       (NOTARIAL
                                                                           SEAL)



                               /s/ Mary E. Goretti
                               ----------------------
                               Notary Public, Commission Expires 9/19/2004

                               LAWRENCE MARSHALL CHEVROLET, L.P. (a Texas
                                   unlimited partnership)
                               PHILPOTT MOTORS, LTD. (a Texas limited
                                   partnership)
                               SONIC AUTOMOTIVE OF TEXAS, L.P. (a Texas limited
                                   partnership)
                               SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P. (a
                                   Texas limited partnership)
                               SONIC AUTOMOTIVE - 4701 I-10 EAST, TX, L.P. (a
                                   Texas limited partnership)
                               SONIC AUTOMOTIVE - 5221 I-10 EAST, TX, L.P. (a
                                   Texas limited partnership)
                               SONIC - CAMP FORD, L.P. (a Texas limited
                                   partnership)
                               SONIC - CARROLLTON V, L.P. (a Texas limited
                                   partnership)
                               SONIC - FORT WORTH T, L.P. (a Texas limited
                                   partnership)
                               SONIC - GLOBAL IMPORTS, L.P. (a Georgia limited
                                   partnership)
                               SONIC - HOUSTON V, L.P. (a Texas limited
                                   partnership)
                               SONIC - LUTE RILEY, L. P. (a Texas limited
                                   partnership)
                               SONIC - PARK PLACE A, L.P. (a Texas limited
                                   partnership) (formerly Sonic - Dallas Auto
                                   Factory, L.P.)

                                      -8-



<PAGE>

                               SONIC PEACHTREE INDUSTRIAL BLVD., L.P. (a
                                    Georgia limited partnership)
                               SONIC - READING, L.P. (a Texas limited
                                    partnership)
                               SONIC - RICHARDSON F, L.P. (a Texas limited
                                    partnership)
                               SONIC - SAM WHITE NISSAN, L.P. (a Texas limited
                                    partnership)
                               SRE GEORGIA - 1, L.P. (a Georgia limited
                                    liability partnership)
                               SRE GEORGIA - 2, L.P. (a Georgia limited
                                    liability partnership)
                               SRE GEORGIA - 3, L.P. (a Georgia limited
                                    liability partnership)
                               SRE TEXAS - 1, L.P. (a Texas limited
                                    partnership)
                               SRE TEXAS - 2, L.P. (a Texas limited partnership)
                               SRE TEXAS - 3, L.P. (a Texas limited partnership)



                                      -9-

<PAGE>

                                                                         ANNEX A
                                                                         -------

                                INTERCOMPANY NOTE

                                                     -------------- ---, ------


                  Evidences of all loans or advances ("Loans") made hereunder
shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, __________,
a ____________________ corporation (the "Maker"), HEREBY PROMISES TO PAY ON
DEMAND to the order of ____________________________ (the "Holder") the principal
sum of the aggregate unpaid principal amount of all Loans (plus accrued
interest thereon) at any time and from time to time made hereunder which has
not been previously paid.

                  All capitalized terms used herein that are defined in, or by
reference in, the Indenture between Sonic Automotive Inc., a Delaware
corporation (the "Company"), the Guarantors and U.S. Bank Trust National
Association, as trustee, dated as of November 19, 2001, (the "Indenture"), have
the meanings assigned to such terms therein, or by reference therein, unless
otherwise defined.

                                    ARTICLE I

                           TERMS OF INTERCOMPANY NOTE

                  Section 1.01 Note Not Forgivable. Unless the Maker of the Loan
                               --------------------
hereunder is the Company or any Guarantor, the Holder may not forgive any
amounts owing under this intercompany note.

                  Section 1.02 Interest: Prepayment. (a) The interest rate
                               --------------------
("Interest Rate") on the Loans shall be a rate per annum reflected on the grid
attached hereto.

                  (b) The interest, if any, payable on each of the Loans shall
accrue from the date such Loan is made and, subject to Section 2.01, shall be
payable upon demand of the Holder.

                  (c) To the extent permitted by law, if the principal or
accrued interest, if any, of the Loans is not paid on the date demand is made,
interest on the unpaid principal and interest will accrue at a rate equal to the
Interest Rate, if any, plus 100 basis points per annum from maturity until the
principal and interest on such Loans are fully paid.

                  (d)      Subject to Section 2.01, any amounts hereunder may be
 repaid at any time by the Maker.

                  Section 1.02  Subordination.  All Loans hereunder shall be
                                --------------
payment and performance of the obligations of the Company and any Subsidiary
(which Subsidiary is also an obligor under this Indenture, the Securities, a

                                      -10-



<PAGE>

Guarantee or other Senior Indebtedness or Pari Passu Indebtedness, as the case
may be, whether as a borrower or guarantor) under this Indenture, the
Securities, the Guarantees or any other Indebtedness ranking senior to or pari
passu with the Securities; provided, that this provision shall not prohibit the
repayment by any Subsidiary of any Loans of which the Company is the Holder.

                                   ARTICLE II

                                EVENTS OF DEFAULT

                  Section 2.01 Events of Default. If after the date of issuance
                               ------------------
of this Loan (i) an Event of Default has occurred under this Indenture or (ii)
an "event of default" (as defined) has occurred under any other Indebtedness of
the Company or any Subsidiary, then (x) in the event the Maker is (A) a
Subsidiary which is not a Guarantor or (B) a Guarantor in the case where the
Holder is the Company, all amounts owing under the Loans hereunder shall be
immediately due and payable to the Holder, (y) in the event the Maker is the
Company, the amounts owing under the Loans hereunder shall not be due and
payable at any time and shall not be paid and (z) in the event the Maker is a
Guarantor and the Holder is not the Company or any Guarantor, the amounts owing
under the Loans hereunder shall not be due and payable at any time and shall not
be paid; provided, however, that if such Event of Default or event of default
has been waived, cured or rescinded, such amounts shall no longer be due and
payable in the case of clause (x), and such amounts may be paid in the case of
clauses (y) and (z). If the Holder is a Subsidiary, then the Holder hereby
agrees that if it receives any payments or distributions on any Loan from the
Company or a Guarantor which is not payable pursuant to clause (y) or (z) of the
prior sentence after any Event of Default described in clauses (i) or (ii) or
any event of default described in clause (iii) above has occurred, is continuing
and has not been waived, cured or rescinded, it will pay over and deliver
forthwith to the Company or such Guarantor, as the case may be, all such
payments and distributions.

                                   ARTICLE III

                                  MISCELLANEOUS

                  Section 3.01 Amendments, Etc. No amendment or waiver of any
                               ----------------
provision of this intercompany note, or consent to depart herefrom is permitted
at any time for any reason, except with the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities.

                  Section 3.02 Assignment. No party to this Agreement may
                               -----------
assign, in whole or in part, any of its rights and obligations under this
intercompany note, except to its legal successor in interest.

                                      -11-


<PAGE>

                  Section 3.03 Third Party Beneficiaries. The holders of the
                               --------------------------
Securities or any other Indebtedness ranking pari passu with or senior to, the
Securities or any Guarantees shall be third party beneficiaries to this
intercompany note and upon an Event of Default shall have the right to enforce
this intercompany note against the Company or any of its Subsidiaries.

                  Section 3.04 Headings. Article and Section headings in this
                               ---------
intercompany note are included for convenience of reference only and shall not
constitute a part of this intercompany note for any other purpose.

                  Section 3.05 Entire Agreement. This intercompany note sets
                               -----------------
forth the entire agreement of the parties with respect to its subject matter and
supersedes all previous understandings, written or oral, in respect thereof.

                  Section 3.06 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
                               --------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

                  Section 3.07 Waivers. The Maker hereby waives presentment,
                               --------
demand for payment, notice of protest and all other demands and notices in
connection with the delivery, acceptance, performance or enforcement hereof.

                           By:
                               -----------------------------------------------

                BORROWINGS, MATURITIES, AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>

                  Amount of         Maturity of            Amount
                 Borrowing/         Borrowing/         Principal Paid         Unpaid Principal           Notation
Date              Principal          Principal           or Prepaid               Balance                 Made by
---------------------------------------------------------------------------------------------------------------------------

<S>     <C>

</TABLE>
                                      -12-


<PAGE>

                                                                      SCHEDULE I

                              Existing Indebtedness

                                      None


                                     - 1 -



<PAGE>

                                                                       EXHIBIT A

                            REGULATION S CERTIFICATE

            (For transfers pursuant toss.307(a)(i) of the Indenture)

U.S. Bank Trust National Association
100 Wall Street, 20th Floor
New York, New York 10005

           Re:  11% Senior Subordinated Notes due 2008 of Sonic Automotive, Inc.
                (the "Securities")
                 ------------------

         Reference is made to the Indenture, dated as of November 19, 2001, (the
"Indenture"), among Sonic Automotive, Inc., a Delaware corporation (the
"Company"), the Guarantors and U.S. Bank Trust National Association as Trustee.
Terms used herein and defined in the Indenture or in Regulation S or Rule 144
under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as
so defined.

         This certificate relates to US$____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                  CUSIP No(s). ___________________________

                  CERTIFICATE No(s). _____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Regulation S
Global Security. In connection with such transfer, the Owner hereby certifies
that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

                           (1) Rule 904 Transfers.  If the transfer is
                               -------------------
                    being effected in accordance with Rule 904:



                                     - 1 -




<PAGE>

                                    (A) the Owner is not a distributor of the
                           Securities, an affiliate of the Company or any such
                           distributor or a person acting on behalf of any of
                           the foregoing;

                                    (B) the offer of the Specified Securities
                           was not made to a person in the United States;

                                    (C) either:

                                         (i) at the time the buy order was
                                    originated, the Transferee was outside the
                                    United States or the Owner and any person
                                    acting on its behalf reasonably believed
                                    that the Transferee was outside the United
                                    States, or

                                        (ii) the transaction is being executed
                                    in, on or through the facilities of the
                                    Eurobond market, as regulated by the
                                    Association of International Bond Dealers,
                                    or another designated offshore securities
                                    market and neither the Owner nor any person
                                    acting on its behalf knows that the
                                    transaction has been prearranged with a
                                    buyer in the United States;

                                    (D)  no directed selling efforts have been
                           made in the United States by or on behalf of the
                           Owner or any affiliate thereof;

                                    (E) if the Owner is a dealer in securities
                           or has received a selling concession, fee or other
                           remuneration in respect of the Specified Securities,
                           and the transfer is to occur during the Restricted
                           Period, then the requirements of Rule 904(c)(1) have
                           been satisfied; and

                                    (F) the transaction is not part of a plan or
                           scheme to evade the registration requirements of the
                           Securities Act.

                           (2)  Rule 144 Transfers.  If the transfer is being
                                ------------------
                           effected pursuant to Rule 144:

                                    (A) the transfer is occurring after a
                           holding period of at least one year (computed in
                           accordance with paragraph (d) of Rule 144) has
                           elapsed since the Specified Securities were last
                           acquired from the Company or from an affiliate of the
                           Company, whichever is later, and is being effected in
                           accordance with the applicable amount, manner of sale
                           and notice requirements of Rule 144; or


                                     - 2 -




<PAGE>

                                    (B) the transfer is occurring after a
                           holding period of at least two years has elapsed
                           since the Specified Securities were last acquired
                           from the Company or from an affiliate of the Company,
                           whichever is later, and the Owner is not, and during
                           the preceding three months has not been, an affiliate
                           of the Company.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:

                         (Print the name of the Undersigned, as such term
                         is defined in the second paragraph of this
                         certificate.)

                         By:
                            -----------------------------
                            Name:
                            Title:

                         (If the Undersigned is a corporation, partnership or
                         fiduciary, the title of the person signing on behalf of
                         the Undersigned must be stated.)


                                     - 3 -




<PAGE>

                                                                       EXHIBIT B

                        RESTRICTED SECURITIES CERTIFICATE

            (For transfers pursuant toss.307(a)(ii) of the Indenture)

U.S. Bank Trust National Association
100 Wall Street, 20th Floor
New York, New York 10005

            Re: 11% Senior Subordinated Notes due 2008 of Sonic Automotive, Inc.
                (the "Securities")
                 ---------------

         Reference is made to the Indenture, dated as of November 19, 2001, (the
"Indenture"), among Sonic Automotive, Inc., a Delaware corporation (the
"Company"), the Guarantors and U.S. Bank Trust National Association, as Trustee.
Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under
the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
defined.

         This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                  CUSIP No(s). ___________________________

                  ISIN No(s). If any. ____________________

                  CERTIFICATE No(s). _____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

                           (1) Rule 144A Transfers.  If the transfer is
                               --------------------
                       being effected in accordance with Rule 144A:

                                     -1-

<PAGE>


                                    (A) the Specified Securities are being
                           transferred to a person that the Owner and any person
                           acting on its behalf reasonably believe is a
                           "qualified institutional buyer" within the meaning of
                           Rule 144A, acquiring for its own account or for the
                           account of a qualified institutional buyer; and

                                    (B) the Owner and any person acting on its
                           behalf have taken reasonable steps to ensure that the
                           Transferee is aware that the Owner may be relying on
                           Rule 144A in connection with the transfer; and

                           (2)   Rule 144 Transfers.  If the transfer is being
                                 ------------------
                       effected pursuant to Rule 144:

                                    (A) the transfer is occurring after a
                           holding period of at least one year (computed in
                           accordance with paragraph (d) of Rule 144) has
                           elapsed since the Specified Securities were last
                           acquired from the Company or from an affiliate of the
                           Company, whichever is later, and is being effected in
                           accordance with the applicable amount, manner of sale
                           and notice requirements of Rule 144; or

                                    (B) the transfer is occurring after a
                           holding period of at least two years has elapsed
                           since the Specified Securities were last acquired
                           from the Company or from an affiliate of the Company,
                           whichever is later, and the Owner is not, and during
                           the preceding three months has not been, an affiliate
                           of the Company.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:

                        (Print the name of the Undersigned, as such term
                        is defined in the second paragraph of this
                        certificate.)

                        By:
                           ----------------------------------
                           Name:
                           Title:

                        (If the Undersigned is a corporation, partnership or
                        fiduciary, the title of the person signing on behalf of
                        the Undersigned must be stated.)


                                     - 2 -





<PAGE>

                                                                       EXHIBIT C

                       UNRESTRICTED SECURITIES CERTIFICATE

          (For removal of Securities Act Legends pursuant toss.307(b))

U.S. Bank Trust National Association
100 Wall Street, 20th Floor
New York, New York 10005

           Re:  11% Senior Subordinated Notes due 2008 of Sonic Automotive, Inc.
                (the "Securities")
                ------------------

         Reference is made to the Indenture, dated as of November 19, 2001,
among Sonic Automotive, Inc., a Delaware corporation (the "Company"), the
Guarantors and U.S. Bank Trust Company, as Trustee. Terms used herein and
defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933
(the "Securities Act") are used herein as so defined.

         This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                  CUSIP No(s). ___________________________

                  CERTIFICATE No(s). _____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Private Placement Legend pursuant to Section 307(b) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.


                                     - 1 -






<PAGE>



         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:

                          (Print the name of the Undersigned, as such term
                           is defined in the second  paragraph of this
                           certificate.)

                           By:
                                -------------------------------------
                           Name:
                           Title:

                           (If the Undersigned is a corporation, partnership or
                           fiduciary, the title of the person signing on behalf
                           of the Undersigned must be stated.)


                                     - 2 -





<PAGE>
                                                                   APPENDIX I

                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

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

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

--------------------------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)


 ------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


 ------------------------------------------------------------------------------
attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                   ON ALL CERTIFICATES FOR SERIES C SECURITIES
                       EXCEPT PERMANENT OFFSHORE PHYSICAL
                                  CERTIFICATES]

         In connection with any transfer of this Security occurring prior to the
date which is the earlier of the date of an effective Registration Statement or
November 19, 2001, the undersigned confirms that without utilizing any general
solicitation or general advertising that:

                                   [Check One]

[  ] (a)    this Security is being transferred in compliance with
            the exemption from registration under the Securities Act of
            1933, as amended, provided by Rule 144A thereunder.

                                       or

                                    ---------


[  ] (b)    this Security is being transferred other than in
            accordance with (a) above and documents are being furnished
            which comply with the conditions of transfer set forth in this
            Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof


                                     - 1 -











<PAGE>


unless and until the conditions to any such transfer of registration set forth
herein and in Section 307 of the Indenture shall have been satisfied.

Date: _______________________


                                            ------------------------------------
                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as written upon the face of the
                                            within-mentioned instrument in every
                                            particular, without alteration or
                                            any change whatsoever.

Signature Guarantee: _____________________________

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:
        --------------------  --------------------------------------------------
                              NOTICE: To be executed by an autho rized signatory



                                     - 2 -

<PAGE>

                                                                 APPENDIX II

                         FORM OF TRANSFEREE CERTIFICATE

I or we assign and transfer this Security to:
-------------------------------------------------------

Please insert social security or other identifying number of assignee
---------------------------------------------------------------------

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

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



Print or type name, address and zip code of assignee and irrevocably
appoint
        -------------------------------------------------------------

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


[Agent], to transfer this Security on the books of the Company. The Agent may
substitute another to act for him.

Dated  ____________________       Signed
                                           ---------------------------------
(Sign exactly as name appears on the other side of this Security)





[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15]

                                     - i -