S-3/A

    As filed with the Securities and Exchange Commission on December 12, 2000
                                                  Registration No. 333-50430 and
                            Registration Nos. 333-50430-01 through 333-50430-G7.

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             Sonic Automotive, Inc.
             (Exact name of registrant as specified in its charter)
  See "Table of Additional Registration" on the following page for information
   relating to the subsidiaries of Sonic Automotive, Inc. ("Sonic") that may
  guarantee obligations of Sonic on the debt securities registered hereunder.



                           Delaware                                                                56-2010790
                                                                           
 (State or other jurisdiction of incorporation or organization)                      (I.R.S. Employer Identification No.)

        5401 East Independence Boulevard, P. O. Box 18747                     Stephen K. Coss, Vice President and General Counsel
                 Charlotte, North Carolina 28212                               5401 East Independence Boulevard, P. O. Box 18747
                     Telephone (704) 532-3320                                            Charlotte, North Carolina 28212
                                                                                            Telephone: (704) 532-3320
       (Address, including zip code, and telephone number,                     (Name, address, including zip code, and telephone
including area code, of registrant's principal executive offices)              number, including area code, of agent for service)


                                   ----------
                                   Copies to:
                               Gary C. Ivey, Esq.
                      Parker, Poe, Adams & Bernstein L.L.P.
                       401 South Tryon Street, Suite 3000
                         Charlotte, North Carolina 28202
                            Telephone: (704) 372-9000
                                   ----------

 Approximate date of commencement of proposed sale to the public: From time to
            time after the registration statement becomes effective.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                                   ----------

    The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

================================================================================


                         TABLE OF ADDITIONAL REGISTRANTS

                    UNDER REGISTRATION STATEMENT ON FORM S-3

        The following subsidiaries of Sonic are co-registrants under this
registration statement for the purpose of providing guarantees, if any, of
payments on debt securities registered hereunder:



                         Subsidiary                              State of Organization             IRS Employer ID No.
                         ----------                              ---------------------             -------------------
                                                                                             
Autobahn, Inc.................................................. California                         94-3124481
Capitol Chevrolet and Imports, Inc............................. Alabama                            63-1204447
Cobb Pontiac Cadillac, Inc..................................... Alabama                            63-1012553
FA Service Corporation......................................... California                         94-3285891
FAA Auto Factory, Inc.......................................... California                         94-3285893
FAA Beverly Hills, Inc......................................... California                         95-4673054
FAA Capitol N, Inc............................................. California                         64-3279958
FAA Concord H, Inc............................................. California                         94-3264558
FAA Concord N, Inc............................................. California                         94-3266151
FAA Concord T, Inc............................................. California                         94-1730939
FAA Dublin N, Inc.............................................. California                         94-3267515
FAA Dublin VWD, Inc............................................ California                         94-3267514
FAA Holding Corp............................................... California                         94-3338764
FAA Las Vegas H, Inc........................................... Nevada                             94-3330754
FAA Marin D, Inc............................................... California                         94-3320521
FAA Marin F, Inc............................................... California                         95-4746388
FAA Marin LR, Inc.............................................. California                         94-3345068
FAA Poway D, Inc............................................... California                         94-3264557
FAA Poway G, Inc............................................... California                         33-0792049
FAA Poway H, Inc............................................... California                         94-3265895
FAA Poway T, Inc............................................... California                         94-3266152
FAA San Bruno, Inc............................................. California                         94-3264556
FAA Santa Monica V, Inc........................................ California                         95-4746387
FAA Serramonte H, Inc.......................................... California                         94-3293588
FAA Serramonte L, Inc.......................................... California                         94-3264555
FAA Serramonte, Inc............................................ California                         94-3264554
FAA Stevens Creek, Inc......................................... California                         94-3264553
FAA Torrance CPJ, Inc.......................................... California                         98-4746385
FAA Woodland Hills VW, Inc..................................... California                         95-4711579
FirstAmerica Automotive, Inc................................... Delaware                           88-0206732
Fort Mill Chrysler-Plymouth-Dodge Inc.......................... South Carolina                     58-2285505
Fort Mill Ford, Inc............................................ South Carolina                     62-1289609
Franciscan Motors, Inc......................................... California                         77-0112132
Freedom Ford, Inc.............................................. Florida                            59-2214873
Frontier Oldsmobile-Cadillac, Inc.............................. North Carolina                     56-1621461
HMC Finance Alabama, Inc. ..................................... Alabama                            56-2198417
Kramer Motors Incorporated..................................... California                         95-2092777
L Dealership Group, Inc........................................ Texas                              94-1719069
Marcus David Corporation....................................... North Carolina                     56-1708384
Riverside Nissan, Inc.......................................... Oklahoma                           73-1079837
Royal Motor Company, Inc....................................... Alabama                            63-1012554
Santa Clara Imported Cars, Inc................................. California                         94-1705756
Smart Nissan, Inc.............................................. California                         94-3256136
Sonic Automotive-Bondesen, Inc................................. Florida                            59-3552436
Sonic Automotive of Chattanooga, LLC........................... Tennessee                          62-1708471
Sonic Automotive-Clearwater, Inc............................... Florida                            59-3501017
Sonic Automotive Collision Center of Clearwater, Inc........... Florida                            59-3501024
Sonic Automotive F&I, LLC...................................... Nevada                             88-0444271
Sonic Automotive of Georgia, Inc............................... Georgia                            58-2399219
Sonic Automotive of Nashville, LLC............................. Tennessee                          62-1708481
Sonic Automotive of Nevada, Inc................................ Nevada                             88-0378636
Sonic Automotive Servicing Company, LLC........................ Nevada                             88-0443690
Sonic Automotive of Tennessee, Inc............................. Tennessee                          62-1710960
Sonic Automotive of Texas, L.P................................. Texas                              78-0586658
Sonic Automotive West, LLC..................................... Nevada                             88-0444344
Sonic Automotive-1307 N. Dixie Hwy., NSB, Inc.................. Florida                            59-3523302
Sonic Automotive-1400 Automall Drive, Columbus, Inc............ Ohio                               31-1604259
Sonic Automotive-1455 Automall Drive, Columbus, Inc............ Ohio                               31-1604276
Sonic Automotive-1495 Automall Drive, Columbus, Inc............ Ohio                               31-1604281
Sonic Automotive-1500 Automall Drive, Columbus, Inc............ Ohio                               31-1604285
Sonic Automotive-1720 Mason Ave., DB, Inc...................... Florida                            59-3523303
Sonic Automotive-1720 Mason Ave., DB, LLC...................... Florida                            57-1072509
Sonic Automotive-1919 N. Dixie Hwy., NSB, Inc.................. Florida                            59-3523301
Sonic Automotive-21699 U.S. Hwy 19 N., Inc..................... Florida                            59-3501021







                                                                                             
Sonic Automotive-241 Ridgewood Ave., HH, Inc................... Florida                            59-3523304
Sonic Automotive 2424 Laurens Rd., Greenville, Inc............. South Carolina                     58-2384994
Sonic Automotive-2490 South Lee Highway, LLC................... Tennessee                          62-1708486
Sonic Automotive 2752 Laurens Rd., Greenville, Inc............. South Carolina                     58-2384996
Sonic Automotive-3401 N. Main, TX, L.P......................... Texas                              76-0586794
Sonic Automotive-3700 West Broad Street, Columbus, Inc......... Ohio                               31-1604296
Sonic Automotive-3741 S. Nova Rd., PO, Inc..................... Florida                            59-3532504
Sonic Automotive-4000 West Broad Street, Columbus, Inc......... Ohio                               31-1604301
Sonic Automotive-4701 I-10 East, TX, L.P....................... Texas                              76-0586659
Sonic Automotive-5221 I-10 East, TX, L.P....................... Texas                              76-0586795
Sonic Automotive 5260 Peachtree Industrial Blvd., LLC.......... Georgia                            62-1716095
Sonic Automotive-5585 Peachtree Industrial Blvd., LLC.......... Georgia                            58-2459799
Sonic Automotive-6008 N. Dale Mabry, FL, Inc................... Florida                            59-3535965
Sonic Automotive-6025 International Drive, LLC................. Tennessee                          62-1708490
Sonic Automotive-9103 E. Independence, NC, LLC................. North Carolina                     56-2103562
Sonic-2185 Chapman Rd., Chattanooga, LLC....................... Tennessee                          56-2126660
Sonic-Camp Ford, L.P........................................... Texas                              76-0613472
Sonic-Carrollton V, L.P........................................ Texas                              75-2896744
Sonic Chrysler-Plymouth-Jeep, LLC.............................. North Carolina                     56-2044997
Sonic-Classic Dodge, Inc....................................... Alabama                            56-2139902
Sonic Dodge, LLC............................................... North Carolina                     56-2044965
Sonic-Fitzgerald Chevrolet, LLC................................ North Carolina                     56-2140030
Sonic-FM Automotive, LLC....................................... Florida                            59-3535971
Sonic-FM , Inc................................................. Florida                            65-0938819
Sonic-FM Nissan, Inc........................................... Florida                            65-0938818
Sonic-FM VW, Inc............................................... Florida                            65-0938821
Sonic-Fort Worth T, L.P........................................ Texas                              75-2897202
Sonic-Freeland, Inc............................................ Florida                            65-0938812
Sonic-Global Imports, L.P...................................... Georgia                            58-2436174
Sonic-Glover, Inc.............................................. Oklahoma                           74-2936323
Sonic-Integrity Dodge LV, LLC.................................. Nevada                             88-0430677
Sonic-Las Vegas C East, LLC.................................... Nevada                             88-0470273
Sonic-Las Vegas C West, LLC.................................... Nevada                             88-0470284
Sonic-Lloyd Nissan, Inc........................................ Florida                            59-3560057
Sonic-Lloyd Pontiac-Cadillac, Inc.............................. Florida                            59-3560058
Sonic-Lute Riley, L. P......................................... Texas                              75-2812871
Sonic-Manhattan Fairfax, Inc................................... Virginia                           52-2173072
Sonic-Manhattan Waldorf, Inc................................... Maryland                           52-2172032
Sonic-Montgomery FLM, Inc...................................... Alabama                            56-2169250
Sonic-Newsome Chevrolet World, Inc............................. South Carolina                     57-1077344
Sonic-Newsome of Florence, Inc................................. South Carolina                     57-1077343
Sonic-North Charleston, Inc.................................... South Carolina                     58-2460639
Sonic-North Charleston Dodge, Inc.............................. South Carolina                     58-2479700
Sonic Peachtree Industrial Blvd., L.P.......................... Georgia                            56-2089761
Sonic-Reading, L.P............................................. Texas                              76-0605765
Sonic-Richardson F, L.P........................................ Texas                              75-2901775
Sonic-Riverside, Inc........................................... Oklahoma                           73-1574888
Sonic-Riverside Auto Factory, Inc.............................. Oklahoma                           73-1591124
Sonic-Rockville Imports, Inc................................... Maryland                           52-2172034
Sonic-Rockville Motors, Inc.................................... Maryland                           52-2172033
Sonic-Sam White Nissan, L.P.................................... Texas                              76-0597722
Sonic-Sam White Oldsmobile, L.P................................ Texas                              76-0597723
Sonic-Shottenkirk, Inc......................................... Florida                            56-3575773
Sonic-Stevens Creek B, Inc..................................... California                         94-2261540
Sonic-Superior Oldsmobile, LLC................................. Tennessee                          56-2122487
Sonic of Texas, Inc............................................ Texas                              78-0586661
Sonic-Volvo LV, LLC............................................ Nevada                             88-0437180
Sonic-Williams Buick, Inc...................................... Alabama                            63-1213085
Sonic-Williams Cadillac, Inc................................... Alabama                            63-1213084
Sonic-Williams Imports, Inc.................................... Alabama                            63-1213083
Sonic-Williams Motors, LLC..................................... Alabama                            63-1213161
Speedway Chevrolet, Inc........................................ Oklahoma                           73-1590233
SRE Alabama-2, LLC............................................. Alabama                            56-2202484
SRE Alabama-3, LLC............................................. Alabama                            56-2206042
SRealEstate Arizona-1, LLC..................................... Arizona                            86-0996112
SRealEstate Arizona-2, LLC..................................... Arizona                            88-0468215
SRealEstate Arizona-3, LLC..................................... Arizona                            88-0468217
SRealEstate Arizona-4, LLC..................................... Arizona                            88-0468213
SRE Florida-1, LLC............................................. Florida                            58-2560889
SRE Florida-2, LLC............................................. Florida                            58-2560900
SRE Florida-3, LLC............................................. Florida                            58-2560868







                                                                                             
SRE Georgia-1, L.P............................................. Georgia                            58-2560891
SRE Georgia-2, L.P............................................. Georgia                            58-2555514
SRE Georgia-3, L.P............................................. Georgia                            58-2554985
SRE Holding, LLC............................................... North Carolina                     56-2198745
SRE Nevada-1, LLC.............................................. Nevada                             88-0468209
SRE Nevada-2, LLC.............................................. Nevada                             88-0465280
SRE Nevada-3, LLC.............................................. Nevada                             88-0465279
SRE South Carolina-1, LLC...................................... South Carolina                     58-2552061
SRE South Carolina-2, LLC...................................... South Carolina                     58-2560892
SRE Tennessee-1, LLC........................................... Tennessee                          56-2200186
SRE Tennessee-2, LLC........................................... Tennessee                          56-2202429
SRE Tennessee-3, LLC........................................... Tennessee                          56-2202479
SRE Texas-1, L.P............................................... Texas                              74-2962385
SRE Texas-2, L.P............................................... Texas                              74-2963860
SRE Texas-3, L.P............................................... Texas                              74-2963859
SRE Virginia-1, LLC............................................ Virginia                           52-2252370
Stevens Creek Cadillac, Inc.................................... California                         77-0093380
Town and Country Chrysler-Plymouth-Jeep, LLC................... Tennessee                          62-1708483
Town and Country Chrysler-Plymouth-Jeep of Rock Hill, Inc...... South Carolina                     56-2044964
Town and Country Dodge of Chattanooga, LLC..................... Tennessee                          62-1708487
Town and Country Ford, Incorporated............................ North Carolina                     56-0887416
Town and Country Ford of Cleveland, LLC........................ Tennessee                          62-1708484
Town and Country Jaguar, LLC................................... Tennessee                          62-1708491
Transcar Leasing, Inc.......................................... California                         94-2713550
Village Imported Cars, Inc..................................... Maryland                           52-0896186
Windward, Inc.................................................. Hawaii                             94-2659042



PROSPECTUS

                             SONIC AUTOMOTIVE, INC.

                        DEBT SECURITIES, PREFERRED STOCK,
                        CLASS A COMMON STOCK, WARRANTS TO
                         PURCHASE CLASS A COMMON STOCK,
                          GUARANTEES OF DEBT SECURITIES

       Through this prospectus, we may periodically offer and sell:

      o  our debt securities;

      o  shares of our preferred stock;

      o  shares of our Class A common stock;

      o  warrants to purchase our Class A common stock; and

      o  guarantees by our subsidiaries of our debt securities.

       The offering price of all securities we issue under this prospectus may
not exceed $300,000,000. We will provide the specific terms of these securities
in supplements to this prospectus. This prospectus may be used to offer and sell
securities only if accompanied by the prospectus supplement for those
securities. You should read this prospectus and any prospectus supplement
carefully before you invest in any of these securities.

       In addition, the selling stockholders who are identified in this
prospectus may offer and sell all of the shares of Class A common stock offered
by them under this prospectus from time to time. We previously issued these
shares in connection with our acquisitions of the selling stockholders'
businesses. We are registering the offer and sale of the selling stockholders'
shares to satisfy our contractual obligations to provide the selling
stockholders with freely tradable shares. We will not receive any of the
proceeds from the sale of the selling stockholders' shares. We do not know when
the proposed sale of the shares by the selling stockholders will occur.

       Our Class A common stock trades on the New York Stock Exchange under the
symbol "SAH." We will list any shares of our Class A common stock we sell under
this prospectus on the New York Stock Exchange. If we decide to list or seek a
quotation for any other securities, the prospectus supplement will disclose the
exchange or market on which such securities will be listed or quoted. The last
sale price of our Class A common stock on the New York Stock Exchange on
December 8, 2000 was $7.75 per share. You are urged to obtain current market
data.

       Investing in our securities involves risks that are described in the
"Risk Factors" section beginning on page 5 of this prospectus.

       Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   This prospectus is dated December 11, 2000.





                                TABLE OF CONTENTS
                                                                    Page

About This Prospectus............................................     2
Where You Can Find More Information About Sonic..................     3
Cautionary Notice Regarding Forward-Looking Statements...........     4
The Company......................................................     5
Risk Factors.....................................................     5
Use of Proceeds..................................................    20
Ratios of Earnings to Fixed Charges..............................    20
Description of Debt Securities...................................    20
Description of Capital Stock.....................................    28
Description of Warrants..........................................    32
Certain Manufacturers Restrictions...............................    34
Selling Stockholders.............................................    35
Plan of Distribution.............................................    35
Legal Matters....................................................    36
Experts..........................................................    36

                              ABOUT THIS PROSPECTUS

       This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $300,000,000 and the selling stockholders may collectively sell
up to 57,976 shares of Class A common stock in one or more offerings. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of the offering and the
securities. The prospectus supplement may also add, update or change information
contained in this prospectus. Any statement that we make in this prospectus will
be modified or superseded by any inconsistent statement made by us in a
prospectus supplement. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information About Sonic."

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

        You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We will not make an offer
to sell these securities (1) in any jurisdiction where the offer or sale is not
permitted, (2) where the person making the offer is not qualified to do so, or
(3) to any person who cannot legally be offered the securities. You should
assume that the information appearing in this prospectus is accurate only as of
the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.

        This prospectus is based on information provided by us and other sources
that we believe are reliable. However, we cannot assure you that the information
is accurate or complete. For example, in preparing estimates of market share and
industry data, we utilized third party sources when possible, but cannot verify
some of the estimates through independent sources.

        You should not consider any information in this prospectus to be legal,
business or tax advice. You should consult your own attorney, business advisor
and tax advisor for legal, business and tax advice regarding an investment in
the Company's securities.

        You should base your decision to invest in the Company's securities
solely on information contained in this prospectus, related prospectus
supplement and information incorporated by reference herein and therein

        No representation or warranty, express or implied, is made as to the
accuracy or completeness of the information set forth herein, and nothing
contained in this prospectus is, or shall be relied upon as, a promise or
representation, whether as to the past or the future.


                                       2


                 WHERE YOU CAN FIND MORE INFORMATION ABOUT SONIC

        We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. These reports and
information relate to our business, financial condition and other matters. You
may read and copy these reports, proxy statements and other information at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the Commission located at 7 World Trade
Center, Suite 1300, New York, New York 10048 and at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. You may obtain information on the operation
of the Commission's Public Reference Room in Washington, D.C. by calling the
Commission at 1-800-SEC-0330. Copies may be obtained from the Commission by
paying the required fees. The Commission maintains an internet web site that
contains reports, proxy and information statements and other information
regarding us and other registrants that file electronically with the Commission.
The Commission's web site is http://www.sec.gov. Information that we file with
the Commission may also be read and copied at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.

        The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring to documents we have previously filed with the Commission. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the Commission will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), until we decide or terminate this offering
earlier:

       (1) Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (File No. 1-13395);

       (2) Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2000;

       (3) Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2000;

       (4) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000;

       (5) Our Current Report on Form 8-K/A filed January 18, 2000 (Manhattan
and Freeland acquisitions);

       (6) Our Current Report on Form 8-K/A filed January 27, 2000 (FirstAmerica
acquisition);

       (7) Our Current Report on Form 8-K filed September 15, 2000;

       (8) The combined  financial  statements of Williams  Automotive  Group,
the financial statements of Economy Cars, Inc., the financial statements of
Global Imports, Inc., the combined financial statements of Newsome Automotive
Group, the combined financial statements of Lloyd Automotive Group and the
financial statements of Lute Riley Motors, Inc., included in our Amendment No. 1
to our Registration Statement on Form S-3 (Registration No. 333-71803) filed
April 9, 1999;

       (9) Our Definitive Proxy Statement dated May 1, 2000; and

       (10) The description of our Class A common stock contained in our
registration statement on Form 8-A, as amended, filed with the Commission
pursuant to Section 12 of the Exchange Act.

       We will provide upon request a free copy of any or all of the documents
incorporated by reference in this prospectus (excluding exhibits to such
documents unless such exhibits are specifically incorporated by reference) to
anyone who receives this prospectus. Written or telephone requests should be
directed to Mr. Todd Atenhan, Director of Investor Relations, P.O. Box 18747,
Charlotte, North Carolina 28218, Telephone (888) 766-4218.

       This prospectus is a part of our registration statement on Form S-3 filed
with the Commission. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits to the registration
statement. Statements about the contents of contracts or other documents
contained in this prospectus or in any other filing to which we refer you are
not necessarily complete. You should review the actual copy of these documents
filed as an exhibit to the registration statement or such other filing. You may
obtain a copy of the registration statement and the exhibits filed with it from
the Commission at any of the locations listed above.

                                       3


             CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

       This prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are not historical facts, but only predictions and generally can be
identified by use of statements that include words such as "believe," "expect,"
"anticipate," "intend," "plan," "foresee" or other words or phrases of similar
import. Similarly, statements that describe our objectives, plans or goals are
also forward-looking statements. We intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in the Private Litigation Securities Reform Act of 1995, and we are including
this statement for purposes of complying with these safe harbor provisions.
These statements appear in a number of places in this prospectus and include
statements regarding our intent, belief or current expectations, or those of our
directors or officers, with respect to, among other things:

      o  our potential acquisitions;
      o  trends in our industry;
      o  our financing plans;
      o  the effect of the Internet on our business and our ability to implement
         our Internet business strategy;
      o  trends affecting our financial condition or results of operations; and
      o  our business and growth strategies.

       You are cautioned that these forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. Among others, factors that could
materially adversely affect actual results and performance include:

      o  local and regional economic conditions in the areas we serve;
      o  the level of consumer spending;
      o  our relationships with manufacturers;
      o  high competition;
      o  site selection and related traffic and demographic patterns;
      o  inventory management and turnover levels;
      o  the effect of the Internet on our business;
      o  realization of cost savings; and
      o  our success in integrating recent and potential future acquisitions,
         including integration of acquired information systems.

                                       4



                                   THE COMPANY

        Sonic is the second largest automotive retailer in the United States, as
measured by total revenue, operating dealerships and collision repair centers in
several metropolitan areas of the southeastern, midwestern, mid-Atlantic,
western and southwestern United States. We sell new and used cars, light trucks
and replacement parts and provide vehicle maintenance, warranty, paint and
repair services. We also arrange related extended warranty and financing and
insurance for our automotive customers.

        Our Class A common stock is traded on the New York Stock Exchange under
the trading symbol "SAH." Our principal executive offices are located at 5401
East Independence Blvd., Charlotte, North Carolina 28212, Telephone (704)
532-3320. We were incorporated in Delaware in 1997.

                                  RISK FACTORS

         The risk factors described below are not necessarily exhaustive, and
you are encouraged to perform your own investigation with respect to the
securities being offered and our company.

Our significant indebtedness could materially adversely affect our financial
health and prevent us from fulfilling our obligations.

         As of September 30, 2000, our total outstanding indebtedness was
approximately $1,039.9 million, including the following:

      o  $341.6 million under a revolving credit agreement dated August 10,
         2000 with Ford Motor Credit Company ("Ford Motor Credit") and
         Chrysler Financial Company, LLC ("Chrysler Financial") (the "2000
         Revolving Facility" and together with any of our predecessor revolving
         credit arrangements with Ford Motor Credit, as in effect from time to
         time, the "Revolving Facility") with a borrowing limit of $500 million,
         subject to a borrowing base calculated on the basis of our receivables,
         inventory and equipment and a pledge of certain additional collateral
         by an affiliate of Sonic;

      o  $384.4 million under a standardized secured inventory floor plan
         facility (the "Ford Floor Plan Facility") with Ford Motor Credit;

      o  $131.4 million under a standardized secured floor plan facility (the
         "Chrysler Floor Plan Facility") with Chrysler Financial;

      o  $25.1 million under a standardized secured floor plan facility (the
         "GMAC Floor Plan Facility" and together with the Ford Floor Plan
         Facility and the Chrysler Floor Plan Facility, the "Floor Plan
         Facilities") with General Motors Acceptance Corporation ("GMAC");

      o  $121.2 million in 11% Senior Subordinated Notes due 2008 representing
         $125.0 million in aggregate principal amount less unamortized discount
         of approximately $3.8 million; and

      o  $30.2 million of other secured debt, including $21.5 million under a
         revolving real estate acquisition and new dealership construction line
         of credit (the "Construction Loan") and a related mortgage refinancing
         facility (the "Permanent Loan" and together with the Construction Loan,
         the "Mortgage Facility") with Ford Motor Credit.

         As of September 30, 2000, we had approximately $78.5 million available
for additional borrowings under the Mortgage Facility for real estate
acquisitions and new dealership construction. We also have significant
additional capacity under our Floor Plan Facilities. In addition, the indentures
relating to our senior subordinated notes and other debt instruments allow us to
incur additional indebtedness, including secured indebtedness.

         The degree to which we are leveraged after the offering could have
important consequences to the holders of our securities, including the
following:

      o  our ability to obtain additional financing for acquisitions, capital
         expenditures, working capital or general corporate purposes may be
         impaired in the future;

      o  a substantial portion of our current cash flow from operations must be
         dedicated to the payment of principal and interest on our senior
         subordinated notes, borrowings under the Revolving Facility and the
         Floor Plan Facilities and other indebtedness, thereby reducing the
         funds available to us for our operations and other purposes;

                                       5


      o  some of our borrowings are and will continue to be at variable rates of
         interest, which exposes us to the risk of increased interest rates;

      o  the  indebtedness  outstanding  under our credit  facilities is secured
         by a pledge of substantially all the assets of our dealerships; and

      o  we may be substantially more leveraged than some of our competitors,
         which may place us at a relative competitive disadvantage and make us
         more vulnerable to changing market conditions and regulations.

         In addition, our debt agreements contain numerous covenants that limit
our discretion with respect to business matters, including mergers or
acquisitions, paying dividends, incurring additional debt, making capital
expenditures or disposing of assets.

Your right to receive payments on Debt Securities may be junior to significant
amounts of our existing indebtedness, including borrowings currently outstanding
under the Revolving Facility, the Floor Plan Facilities and the Mortgage
Facility. Further, the subsidiary guarantees of any Debt Securities will be
junior to our subsidiary guarantors' existing indebtedness and possibly to all
their future borrowings.

         All Debt Securities will be subordinated in right of payment to all of
our existing and future senior indebtedness, including borrowings currently
under the Revolving Facility, the Floor Plan Facilities and the Mortgage
Facility. Our senior indebtedness includes all debt allowed under the indenture
governing any Debt Securities, except for trade payables, tax obligations and
any future debt that is expressly equal with, or subordinated in right of
payment to, Debt Securities. The holders of our senior debt will be entitled to
be paid in full before any payment may be made on Debt Securities in any
bankruptcy, liquidation, reorganization or similar proceeding. In the event of
such a proceeding, holders of any Debt Securities will participate with holders
of our other subordinated indebtedness in the distribution of assets remaining
after all of our senior debt has been paid in full. We may not have sufficient
funds to pay all of our creditors, and holders of Debt Securities may receive
less, ratably, than the holders of senior debt or holders of trade payables. We
may not pay principal of, or premium, if any, or interest on, any other amounts
owing on any Debt Securities, make any deposit pursuant to defeasance provisions
or purchase, redeem or otherwise retire any Debt Securities, if any senior
indebtedness is not paid when due or any other default on senior indebtedness
occurs and the maturity of such indebtedness is accelerated in accordance with
its terms. However, those restrictions would be lifted if, in either case, the
default is cured or waived, the acceleration is rescinded or the indebtedness is
repaid in full.

         In addition, all payments on Debt Securities will be blocked in the
event of a payment default on senior debt and may be blocked for a period of
time under the governing indenture in the event of a non-payment default, unless
the default has been cured or waived, any acceleration of the indebtedness has
been rescinded or such indebtedness has been repaid in full.

         As of September 30, 2000, we had:

      o  $540.9 million of floor plan indebtedness and $372.3 million of
         other indebtedness, including under the Revolving Facility, that would
         have ranked senior in right of payment to any Debt Securities, all of
         which is secured; and

      o  $125.0 million of indebtedness under our existing senior subordinated
         notes, which may be either equal or senior in right of payment to the
         Debt Securities.

Substantially all of our outstanding indebtedness is secured; Debt Securities
may not be secured.

         Debt Securities may not be secured by any of our assets. The
indebtedness under the Revolving Facility, the Floor Plan Facilities and the
Mortgage Facility is secured variously by (1) a pledge of all the equity we own
in our subsidiaries and that our subsidiary holding companies own in the
subsidiaries, (2) guarantees by all of our subsidiaries that are, in turn,
secured by a lien on all of the assets of the subsidiaries, (3) a lien on
substantially all of our other assets and (4) direct liens on the real estate
and other assets of our subsidiaries that own or acquire real estate. In the
event of a default on any Debt Securities or our bankruptcy, liquidation or
reorganization, those assets will be available to satisfy the secured
obligations prior to being available to repay any Debt Securities. Accordingly,
there may not be sufficient funds or other assets remaining to pay amounts due
on any Debt Securities. The indenture for any Debt Securities may permit, and
the indenture for our senior subordinated notes does permit, us to incur
additional indebtedness, which may also be secured.

Our future operating results depend on our ability to integrate our operations
with recent acquisitions.

         Our future operating results depend on our ability to integrate the
operations of our recently acquired dealerships, as well as dealerships we
acquire in the future, with our existing operations. In particular, we need to
integrate our systems, procedures and structures, which can be difficult. Our
growth strategy has focused on the pursuit of strategic acquisitions that either
expand or complement our business. We acquired 19 dealerships in 1998, 72 during
1999 and 10 to date in 2000.

                                       6


         We cannot assure you that we will effectively and profitably integrate
the operations of these dealerships without substantial costs, delays or
operational or financial problems, including as a result of:

      o  the difficulties of managing operations located in geographic areas
         where we have not previously operated;

      o  the management time and attention required to integrate and manage
         newly acquired dealerships;

      o  the difficulties of assimilating and retaining employees; and

      o  the challenges of keeping customers.

         These factors could have a material adverse effect on our financial
condition and results of operations.

Risks associated with acquisitions may hinder our ability to increase revenues
and earnings.

         The automobile retailing industry is considered a mature industry in
which minimal growth is expected in industry unit sales. Accordingly, our future
growth depends in large part on our ability to acquire additional dealerships,
as well as on our ability to manage expansion, control costs in our operations
and consolidate both completed and anticipated dealership acquisitions, into
existing operations. In pursuing a strategy of acquiring other dealerships, we
face risks commonly encountered with growth through acquisitions. These risks
include, but are not limited to:

      o  incurring significantly higher capital expenditures and operating
         expenses;

      o  failing to assimilate the operations and personnel of the acquired
         dealerships;

      o  entering new markets with which we are unfamiliar;

      o  potential undiscovered liabilities at acquired dealerships;

      o  disrupting our ongoing business;

      o  diverting our limited management resources;

      o  failing to maintain uniform standards, controls and policies;

      o  impairing  relationships with employees, manufacturers and customers
         as a result of changes in management;

      o  causing increased expenses for accounting and computer systems, as well
         as integration difficulties; and

      o  failure to obtain a manufacturer's consent to the acquisition of one or
         more of its  dealership franchises.

         We may not adequately anticipate all of the demands that our growth
will impose on our systems, procedures and structures, including our financial
and reporting control systems, data processing systems and management structure.
If we cannot adequately anticipate and respond to these demands, our business
could be materially harmed.

         Failure to retain qualified management personnel at any acquired
dealership may increase the risk associated with integrating the acquired
dealership. Installing new computer systems has disrupted existing operations in
the past as management and salespersons adjust to new technologies. We cannot
assure you that we will overcome these risks or any other problems encountered
with our acquisitions, including our 1998, 1999 and 2000 acquisitions.

Automobile manufacturers exercise significant control over our operations, and
we are dependent on them to operate our business.

         Each of our dealerships operates pursuant to a franchise agreement with
the applicable automobile manufacturer or manufacturer authorized distributor.
We are significantly dependent on our relationships with these manufacturers.
Without a franchise agreement, we cannot obtain new vehicles from a
manufacturer.

         Vehicles manufactured by the following manufacturers accounted for the
indicated approximate percentage of our new vehicle revenue for the nine months
ended September 30, 2000:

                                       7


                                                   Percentage of Historical
                                                   New Vehicle Revenues for
                                                   the Nine Months ended
                Manufacturer                         September 30, 2000

                 Honda                                     14.6%
                 Ford                                      13.8%
               Chrysler                                    12.3%
            General Motors                                 10.9%
                  BMW                                      10.1%
                 Toyota                                     8.5%
                 Nissan                                     6.4%
                 Lexus                                      5.0%

         No other manufacturer accounted for more than 5% of our new vehicle
sales during the first nine months of 2000. A significant decline in the sale of
Honda, Ford, Chrysler, General Motors ("GM"), BMW, Toyota, Nissan or Lexus new
vehicles could have a material adverse effect on our revenue and profitability.

         Manufacturers exercise a great degree of control over the operations of
our dealerships. Each of our franchise agreements provides for termination or
non-renewal for a variety of causes, including any unapproved change of
ownership or management and other material breaches of the franchise agreements.
Manufacturers may also have a right of first refusal if we seek to sell
dealerships. We believe that we will be able to renew at expiration all of our
existing franchise agreements.

      o  We cannot assure you that any of our existing franchise agreements will
         be renewed or that the terms and conditions of such renewals will be
         favorable to us.

      o  If a manufacturer is allowed under state franchise laws to terminate or
         decline to renew one or more of our significant franchise agreements,
         this action could have a material adverse effect on our results of
         operations.

      o  Actions taken by manufacturers to exploit their superior bargaining
         position in negotiating the terms of renewals of franchise agreements
         or otherwise could also have a material adverse effect on our results
         of operations.

      o  Manufacturers allocate their vehicles among dealerships generally
         based on the sales history of each dealership. Consequently, we also
         depend on the manufacturers to provide us with a desirable mix of
         popular new vehicles. These popular vehicles produce the highest profit
         margins and tend to be the most difficult to obtain from the
         manufacturers.

      o  Our dealerships depend on the manufacturers for certain sales
         incentives, warranties and other programs that are intended to promote
         and support dealership new vehicle sales. Manufacturers have
         historically made many changes to their incentive programs during each
         year. A reduction or discontinuation of a manufacturer's incentive
         programs may materially adversely affect our profitability. Some of
         these programs include:

         o  customer rebates on new vehicles;

         o  dealer incentives on new vehicles;

         o  special financing or leasing terms;

         o  warranties on new and used vehicles; and

         o  sponsorship of used vehicle sales by authorized new vehicle dealers.

Adverse conditions affecting one or more manufacturers may negatively impact our
profitability.

         The success of each of our dealerships depends to a great extent on the
manufacturers':

      o  financial condition;

      o  marketing;

      o  vehicle design;

                                       8



      o  production capabilities;

      o  management; and

      o  labor relations.

         Nissan, Dodge (a Chrysler brand) and Volvo have had significant
difficulty in the U.S. market in the recent past. If any of our manufacturers,
particularly Honda, Ford, Chrysler, GM, BMW, Toyota, Nissan, or Lexus were
unable to successfully design, manufacture, deliver and market their vehicles,
the manufacturer's reputation and our ability to sell the manufacturer's
vehicles could be adversely affected.

         Events such as strikes and other labor actions by unions, or negative
publicity concerning a particular manufacturer or vehicle model, may materially
and adversely affect our results of operations. Similarly, the delivery of
vehicles from manufacturers later than scheduled, which may occur particularly
during periods when new products are being introduced, can reduce our sales.
Although, we have attempted to lessen our dependence on any one manufacturer by
establishing dealer relationships with a number of different domestic and
foreign automobile manufacturers, adverse conditions affecting manufacturers,
Honda, Ford, Chrysler, GM, BMW, Toyota, Nissan or Lexus in particular, could
have a material adverse effect on our results of operations. For example, in
June 1998, the United Auto Workers went on strike at two GM facilities in Flint,
Michigan. The strike lasted 53 days, causing 27 GM manufacturing facilities to
shut down during the strike and severely affecting production of GM vehicles
during the strike. In the event of another strike, we may need to purchase
inventory from other automobile dealers at prices higher than we would be
required to pay to the affected manufacturer in order to carry an adequate level
and mix of inventory. Consequently, strikes or other adverse labor actions could
materially adversely affect our profitability.

Manufacturer stock ownership/issuance restrictions limit our ability to issue
additional equity to meet our financing needs.

         Standard automobile franchise agreements prohibit transfers of any
ownership interests of a dealership and its parent and, therefore, often do not
by their terms accommodate public trading of the capital stock of a dealership
or its parent. Our manufacturers have agreed to permit trading in Sonic's Class
A common stock. A number of manufacturers impose restrictions on the
transferability of the Class A common stock.

      o  Honda may force the sale of our Honda or Acura franchises if (1) an
         automobile manufacturer or distributor acquires securities having 5% or
         more of the voting power of Sonic's securities, (2) an individual or
         entity that has either a felony criminal record or a criminal record
         relating solely to dealings with an automobile manufacturer,
         distributor or dealership acquires securities having 5% or more of the
         voting power of Sonic's securities or (3) any individual or entity
         acquires securities having 20% or more of the voting power of Sonic's
         securities and Honda reasonably deems such acquisition to be
         detrimental to Honda's interests in any material respect.

      o  Ford may cause us to sell or resign from one or more of our Ford,
         Lincoln or Mercury franchises if any person or entity (other than O.
         Bruton Smith and any entity controlled by him) acquires or has a
         binding agreement to acquire securities having 50% or more of the
         voting power of Sonic's securities.

      o  GM, Toyota and Nissan Motor Corporation In U.S.A. may force the sale of
         their respective franchises if 20% of more of Sonic's voting securities
         are similarly acquired.

      o  Chrysler requires prior approval of any future sales that would result
         in a change in voting or managerial control of Sonic.

      o  Mercedes requires 60 days advance notice to approve any acquisition of
         20% or more of Sonic's voting securities.

      o  Volkswagen has approved the sale of no more than 25% of the voting
         control of Sonic, and any future changes in ownership or transfers
         among Sonic's current stockholders that could affect the voting or
         managerial control of Sonic's Volkswagen franchise subsidiaries
         requires the prior approval of Volkswagen.

Other manufacturers may impose similar or more limiting restrictions.

         Our lending arrangements also require that holders of Sonic's Class B
common stock maintain voting control over Sonic. We are unable to prevent our
stockholders from transferring shares of our common stock, including transfers
by holders of the Class B common stock. If such transfer results in a change in
control of Sonic, it could result in the termination or non-renewal of one or
more of our franchise agreements and a default under our credit arrangements.
Moreover, these issuance limitations may impede our ability to raise capital
through additional equity offerings or to issue our stock as consideration for
future acquisitions.

                                       9

Manufacturers' restrictions on acquisitions could limit our future growth.

         We are required to obtain the consent of the applicable manufacturer
before the acquisition of any additional dealership franchises. We cannot assure
you that manufacturers will grant such approvals, although the denial of such
approval may be subject to certain state franchise laws. Jaguar declined to
consent to our proposed 1997 acquisitions of franchises associated with
dealerships in Chattanooga, Tennessee and Greenville, South Carolina, and we
subsequently agreed with Jaguar not to acquire any Jaguar franchise until August
3, 2001.

         Obtaining manufacturer consent for acquisitions could also take a
significant amount of time. Obtaining manufacturer approval for each of our
completed acquisitions has taken approximately three to five months. We believe
that manufacturer approvals of subsequent acquisitions from manufacturers with
which we have previously completed applications and agreements may take less
time, although we cannot provide you with assurances to that effect. In
addition, under an applicable franchise agreement or under state law, a
manufacturer may have a right of first refusal to acquire a dealership in the
event we seek to acquire that dealership franchise.

         If we experience delays in obtaining, or fail to obtain, manufacturer
approvals for dealership acquisitions, our growth strategy could be materially
adversely affected. In determining whether to approve an acquisition, the
manufacturers may consider many factors, including:

      o  our management's moral character;

      o  the business experience of the post-acquisition dealership management;

      o  our financial condition;

      o  our ownership structure; and

      o  manufacturer-determined consumer satisfaction index (CSI) scores.

         In addition, a manufacturer may seek to limit the number of its
dealerships that we may own, our national market share of that manufacturer's
products or the number of dealerships we may own in a particular geographic
area. These restrictions may not be enforceable under state franchise laws.

      o  In September 1999, Ford and Sonic signed a new framework agreement. The
         agreement places the following restrictions on our ability to acquire
         Ford or Lincoln Mercury dealerships:

           o  We may not acquire additional Ford or Lincoln Mercury dealerships
              unless we continue to satisfy Ford's requirement that 80% of our
              Ford dealerships meet Ford's performance criteria. Beyond that, we
              may not make an acquisition that would result in our owning Ford
              or Lincoln Mercury dealerships with sales exceeding 5% of the
              total Ford or total Lincoln Mercury retail sales of new vehicles
              in the United States for the preceding calendar year.

           o  We may not acquire additional Ford or Lincoln Mercury dealerships
              in a particular state if such an acquisition would result in our
              owning Ford or Lincoln Mercury dealerships with sales exceeding 5%
              of the total Ford or total Lincoln Mercury retail sales of new
              vehicles in that state for the preceding calendar year.

           o  We may not acquire additional Ford dealerships in a Ford-defined
              market area if such an acquisition would result in our owning more
              than one Ford dealership in a market having a total of three or
              less Ford dealerships or owning more than 25% of the Ford
              dealerships in a market having a total of four or more Ford
              dealerships. An identical market area restriction applies for
              Lincoln Mercury dealerships.

           o  In September 1999, Honda and Sonic signed a new framework
              agreement. This framework agreement limits the number of Honda and
              Acura dealerships that we may own on a national level, in each
              Honda and Acura-defined geographic zone, and in each Honda-defined
              metropolitan market. Nationally, the limitations on Honda
              dealerships owned by us are based on specified percentages of
              total Honda unit sales in the United States. In Honda-defined
              geographic zones, the limitations on Honda dealerships owned by us
              are based on specified percentages of total Honda unit sales in
              each of 10 Honda-defined geographic zones. In Honda-defined
              metropolitan markets, the limitations on Honda dealerships owned
              by us are specified numbers of dealerships in each market, which
              numerical limits vary based mainly on the total number of Honda
              dealerships in a particular market. For Acura, we may own no more
              than (1) two Acura dealerships in a Honda-defined metropolitan
              market, (2) three Acura dealerships in any one of six
              Honda-defined geographic zones and (3) five Acura dealerships
              nationally.

                                       10



      o  Toyota currently restricts the number of dealerships that may be owned
         by any one group to seven Toyota and three Lexus dealerships nationally
         and restricts the number of dealerships that may be owned to (1) the
         greater of one dealership, or 20% of the Toyota dealer count in a
         Toyota-defined "Metro" market, (2) the lesser of five dealerships or 5%
         of the Toyota dealerships in any Toyota region (currently 12 geographic
         regions) and (3) two Lexus dealerships in any one of the four Lexus
         geographic areas. Toyota further requires that at least nine months
         elapse between acquisitions.

      o  Mercedes restricts any company from owning Mercedes dealerships with
         sales of more than 3% of total sales of Mercedes vehicles in the U.S.
         during the previous calendar year.

      o  GM currently limits the maximum number of GM dealerships that we may
         acquire to 50% of the GM dealerships, by brand line, in a GM-defined
         geographic market area having multiple GM dealers.

      o  Subaru limits us to no more than two Subaru dealerships within certain
         designated market areas, four Subaru dealerships within its Mid-America
         region and 12 dealerships within Subaru's entire area of distribution.

      o  BMW prohibits publicly held companies from owning BMW dealerships
         representing more than 5% of all BMW sales in the U.S. or more than 50%
         of BMW dealerships in a given metropolitan market. We believe we are
         currently at BMW's national sales limitation.

      o  Toyota, Honda and Mercedes also prohibit the coupling of a franchise
         with any other brand without their consent.

      o  Honda also prohibits ownership of contiguous dealerships.

         As a condition to granting their consent to our acquisitions, a number
of manufacturers required additional restrictions. These agreements principally
restrict:

      o  material changes in our company or extraordinary corporate transactions
         such as a merger, sale of a material amount of assets or change in our
         board of directors or management that could have a material adverse
         effect on the manufacturer's image or reputation or could be materially
         incompatible with the manufacturer's interests;

      o  the removal of a dealership general manager without the consent of the
         manufacturer; and

      o  the use of dealership facilities to sell or service new vehicles of
         other manufacturers.

In addition, manufacturer consent to our acquisitions may impose conditions,
such as requiring facilities improvements by us at the acquired dealership.

         If we are unable to comply with these restrictions, we generally:

      o  must sell the assets of the dealerships to the manufacturer or to a
         third party acceptable to the manufacturer; or

      o  terminate the dealership agreements with the manufacturer.

Other manufacturers may impose other and more stringent restrictions in
connection with future acquisitions.

                                       11




         We currently own the following number of franchises for the following
manufacturers:

  Manufacturer      Number of Franchises    Manufacturer    Number of Franchises

     Dodge                  12                Lincoln               4
     Honda                  11                Mercedes              4
     BMW                    10                Mitsubishi            3
     Ford                   10                GMC                   3
     Nissan                 10                Hyundai               3
     Chevrolet              10                Isuzu                 3
     Cadillac               10                KIA                   3
     Volvo                  9                 Pontiac               3
     Oldsmobile             7                 Audi                  2
     Chrysler               7                 Infiniti              2
     Jeep                   7                 Range Rover           2
     Plymouth               7                 Porsche               2
     Toyota                 7                 Acura                 1
     Volkswagen             6                 Buick                 1
     Mercury                5                 Subaru                1
     Lexus                  4                                     ---
                                                                  169

Our failure to meet a manufacturer's consumer satisfaction requirements may
adversely affect our ability to acquire new dealerships and our profitability.

         Many manufacturers attempt to measure customers' satisfaction with
their sales and warranty service experiences through systems which vary from
manufacturer to manufacturer, but which are generally known as "CSI." These
manufacturers may use a dealership's CSI scores as a factor in evaluating
applications for additional dealership acquisitions. The components of CSI have
been modified by various manufacturers from time to time in the past, and we
cannot assure you that these components will not be further modified or replaced
by different systems in the future. To date, we have not been materially
adversely affected by these standards and have not been denied approval of any
acquisition based on low CSI scores, except for Jaguar's refusal to approve our
acquisition of a Chattanooga Jaguar franchise in 1997. However, we cannot assure
you that we will be able to comply with these standards in the future. A
manufacturer may refuse to consent to an acquisition of one of its franchises if
it determines our dealerships do not comply with the manufacturer's CSI
standards. This could materially adversely affect our acquisition strategy. In
addition, we receive payments from the manufacturers based, in part, on CSI
scores, which could be materially adversely affected if our CSI scores decline.

There are limitations on our financial resources available for acquisitions.

         We intend to finance our acquisitions with cash generated from
operations, through issuances of our stock or debt securities and through
borrowings under credit arrangements.

      o  We cannot assure you that we will be able to obtain additional
         financing by issuing stock or debt securities.

      o  Using cash to complete acquisitions could substantially limit our
         operating or financial flexibility.

      o  If we are unable to obtain financing on acceptable terms, we may be
         required to reduce the scope of our presently anticipated expansion,
         which could materially adversely affect our growth strategy.

         We estimate that we have approximately $97.5 million available for
additional borrowings under the 2000 Revolving Facility, based on a borrowing
base calculated on the basis of our receivables, inventory and equipment and a
pledge of certain additional collateral by an affiliate of Sonic (which
borrowing base was $431.7 million of the $500.0 million facility at September
30, 2000).

         In addition, we are dependent to a significant extent on our ability to
finance our inventory. Automotive retail inventory financing involves
significant sums of money in the form of "floor plan financing." Floor plan
financing is how a dealership finances its purchase of new vehicles from a
manufacturer. The dealership borrows money to buy a particular vehicle from the
manufacturer and pays off the loan when it sells that particular vehicle, paying
interest during this period. We must obtain new floor plan financing or obtain
consents to assume such financing in connection with our acquisition of
dealerships. As of September 30, 2000, we had approximately $540.9 million of
floor plan indebtedness outstanding, of which $384.4 million was under the Ford
Floor Plan Facility, $131.4 million was under the Chrysler Floor Plan Facility
and $25.1 million was under the GMAC Floor Plan Facility.

                                       12


         Substantially all the assets of our dealerships are pledged to secure
this floor plan indebtedness. In addition, substantially all the real property
and assets of our subsidiaries that are constructing new dealerships are pledged
under our newly obtained Mortgage Facility. These pledges may impede our ability
to borrow from other sources.

         Finally, because Ford Motor Credit is associated with Ford, any
deterioration of our relationship with one could adversely affect our
relationship with the other. The same is true of our relationships with Chrysler
and Chrysler Financial, as well as GM and GMAC.

Although our officers and directors have previously facilitated our acquisition
financing, we cannot assure you that these individuals will be willing or able
to assist in our financing needs in the future.

         O. Bruton Smith, our Chief Executive Officer and Chairman of the Board,
previously guaranteed our credit facilities and other financing arrangements to
facilitate our acquisitions. Mr. Smith may be unwilling to make any such
commitments in the future if such commitments are needed.

         Mr. Smith initially guaranteed obligations under the Revolving
Facility. Such obligations were further secured with a pledge of shares of
common stock of Speedway Motorsports, Inc. owned by Sonic Financial Corporation,
a corporation controlled by Mr. Smith ("SFC"), having an estimated value at the
time of pledge of approximately $50.0 million (the "Revolving Pledge"). When the
Revolving Facility's borrowing limit was increased to $75.0 million in 1997, Mr.
Smith's personal guarantee of Sonic's obligations under the Revolving Facility
was released, although the Revolving Pledge remained in place. Mr. Smith was
also required by Ford Motor Credit to lend $5.5 million (the "Subordinated Smith
Loan") to Sonic to increase our capitalization because the net proceeds from our
November 1997 initial public offering were significantly less than expected. In
August 1998, Ford Motor Credit released the Revolving Pledge. In November 1999,
Ford Motor Credit further increased the borrowing limit under the 1999 Revolving
Facility to $350.0 million subject to a borrowing base calculated on the basis
of our receivables, inventory and equipment and a pledge by SFC of five million
shares of Speedway Motorsports, Inc. common stock. The 2000 Revolving Facility
is subject to a similar borrowing base, including SFC's continuing pledge of
Speedway Motorsports, Inc. stock.

         Before our acquisition of FirstAmerica, Mr. Smith guaranteed the
obligations of FirstAmerica under FirstAmerica's new acquisition line of credit
with Ford Motor Credit. FirstAmerica obtained this new financing to enable it to
complete its then pending acquisitions. The borrowing limit on this credit
facility was approximately $138 million. Mr. Smith had guaranteed approximately
$107 million of this amount, which guarantee was secured by a pledge of 5.0
million shares of Speedway Motorsports, Inc. common stock owned by SFC. We
assumed FirstAmerica's obligations to Ford Motor Credit under our 1999 Revolving
Facility when we acquired FirstAmerica. Mr. Smith's secured guarantee in favor
of Ford Motor Credit guaranteed a portion of our obligations under the 1999
Revolving Facility. Under the 2000 Revolving Facility, Mr. Smith did not provide
a guarantee in favor of the lenders, but SFC continues to pledge Speedway
Motorsports, Inc. stock as collateral. We cannot assure you that Mr. Smith will
be willing or able to provide similar guarantees or credit support in the future
to facilitate Sonic's future acquisitions.

         Automobile retailing is a mature industry with limited growth potential
in new vehicle sales, and our acquisition strategy will affect our revenues and
earnings.

         The United States automobile dealership industry is considered a mature
industry in which minimal growth is expected in unit sales of new vehicles. As a
consequence, growth in our revenues and earnings is likely to be significantly
affected by our success in acquiring and integrating dealerships and the pace
and size of such acquisitions.

         High competition in automobile retailing reduces our profit margins on
vehicle sales. Further, the use of the Internet in the car purchasing process
could materially adversely affect us.

         Automobile retailing is a highly competitive business with
approximately 22,400 franchised automobile dealerships in the United States at
the end of 1999. Our competition includes:

      o  Franchised automobile dealerships selling the same or similar makes of
         new and used vehicles that we offer in our markets and sometimes at
         lower prices than we offer. Some of these dealer competitors may be
         larger and have greater financial and marketing resources than we do;

      o  Other franchised dealers;

      o  Private market buyers and sellers of used vehicles;

      o  Used vehicle dealers;

      o  Internet-based vehicle brokers that sell vehicles obtained from
         franchised dealers directly to consumers;

                                       13



      o  Service center chain stores; and

      o  Independent service and repair shops.

         Our financing and insurance business and other related businesses,
which provide higher contributions to our earnings than sales of new and used
vehicles, are subject to strong competition from various financial institutions
and other third parties. This competition is increasing as these products are
now being marketed and sold over the Internet.

         Gross profit margins on sales of new vehicles have been generally
declining since 1986. We do not have any cost advantage in purchasing new
vehicles from manufacturers, due to economies of scale or otherwise. We
typically rely on advertising, merchandising, sales expertise, service
reputation and dealership location to sell new vehicles. The following factors
could have a significant impact on our business:

      o  The Internet has become a significant part of the sales process in our
         industry. Customers are using the Internet to compare pricing for cars
         and related financing and insurance services, which may further reduce
         margins for new and used cars and profits for related financing and
         insurance services. In addition, CarsDirect.com and others are selling
         vehicles over the Internet without the benefit of having a dealership
         franchise, although they must currently source their vehicles from a
         franchised dealer. CarsDirect.com has entered into an alliance with
         United Auto Group to facilitate their sourcing of vehicles. Also,
         AutoNation is selling vehicles for its new car dealerships through its
         AutoNationDirect.com web site. If Internet new vehicle sales are
         allowed to be conducted without the involvement of franchised dealers,
         our business could be materially adversely affected. In addition, other
         franchise groups have aligned themselves with Internet car sellers or
         are spending significant sums on developing their own Internet
         capabilities, which could materially adversely affect our business.

      o  Ford has entered into joint ventures to acquire dealerships in various
         cities in the United States, and Saturn has acquired some of its
         dealerships. GM, which previously announced similar intentions, has
         cancelled its initiative in this area. Other manufacturers may directly
         enter the retail market in the future. Our revenues and profitability
         could be materially adversely affected by manufacturers' direct
         retailing efforts.

      o  The increased popularity of short-term vehicle leasing also has
         resulted, as these leases expire, in a large increase in the number of
         late model vehicles available in the market, which puts added pressure
         on new and used vehicle margins.

      o  Some of our competitors may be capable of operating on smaller gross
         margins than we are, and the on-line auto brokers have been operating
         at a loss.

      o  As we seek to acquire dealerships in new markets, we may face
         increasingly significant competition as we strive to gain market share
         through acquisitions or otherwise. This competition includes other
         large dealer groups and dealer groups that have publicly traded equity.

         Our franchise agreements do not grant us the exclusive right to sell a
manufacturer's product within a given geographic area. Our revenues or
profitability could be materially adversely affected if any of our manufacturers
award franchises to others in the same markets where we operate, although
certain state franchise laws may limit such activities by the manufacturers. A
similar adverse effect could occur if existing competing franchised dealers
increase their market share in our markets. Our gross margins may decline over
time as we expand into markets where we do not have a leading position. These
and other competitive pressures could materially adversely affect our results of
operations.

The cyclical and local nature of automobile sales may adversely affect our
profitability.

         The automobile industry is cyclical and historically has experienced
periodic downturns characterized by oversupply and weak demand. Many factors
affect the industry, including general economic conditions and consumer
confidence, the level of discretionary personal income, interest rates and
credit availability. For example, recent interest rate increases and other
factors have impacted the market and have reduced the seasonally adjusted
annualized selling rate of new cars since the beginning of the year.

         Future recessions may have a material adverse effect on our business.
In addition, significant changes in interest rates may significantly impact our
car sales since many car buyers finance their purchases. Furthermore, higher
gasoline prices may lead to a reduction in automobile purchases or a shift in
buying patterns from luxury/SUV models (which typically provide high profit
margins to retailers) to smaller, more economical vehicles (which typically have
lower margins).

         Local economic, competitive and other conditions also affect the
performance of dealerships. Our dealerships currently are located in the
Atlanta, Baltimore, Birmingham, Charleston, Charlotte, Chattanooga, Columbia,
Columbus, Dallas, Daytona Beach, Fort Myers, Greenville/Spartanburg, Houston,
Las Vegas, Los Angeles, Mobile/Pensacola, Montgomery, Nashville, San Diego, San
Francisco, San Jose/Silicon Valley, Tampa/Clearwater, Tulsa and Washington, D.C.
markets. We intend to pursue acquisitions outside of these markets, but

                                       14


our operational focus is on our current markets. As a result, our results of
operations depend substantially on general economic conditions and consumer
spending habits in the Southeast and Northern California and, to a lesser
extent, the Houston and Columbus markets. Sales in our Northern California
market represented 15.7% of our sales for the nine months ended September 30,
2000. Our results of operations also depend on other factors, such as tax rates
and state and local regulations specific to Alabama, California, Florida,
Georgia, Maryland, Nevada, North Carolina, Ohio, Oklahoma, South Carolina,
Tennessee, Texas and Virginia. Sonic may not be able to expand geographically
and any such expansion may not adequately insulate it from the adverse effects
of local or regional economic conditions.

We can offer you no assurances that we will be able to continue executing our
acquisition strategy without the costs of future acquisitions escalating.

         Although there are many potential acquisition candidates that fit our
acquisition criteria, we cannot assure you that we will be able to consummate
any such transactions in the future or identify those candidates that would
result in the most successful combinations, or that future acquisitions will be
able to be consummated at acceptable prices and terms. In addition, increased
competition for acquisition candidates could result in fewer acquisition
opportunities for us and higher acquisition prices. The magnitude, timing,
pricing and nature of future acquisitions will depend upon various factors,
including:

      o  the availability of suitable acquisition candidates;

      o  competition with other dealer groups for suitable acquisitions;

      o  the negotiation of acceptable terms;

      o  our financial capabilities;

      o  our stock price;

      o  the availability of skilled employees to manage the acquired companies;
         and

      o  general economic and business conditions.

         We may be required to file applications and obtain clearances under
applicable federal antitrust laws before completing an acquisition. These
regulatory requirements may restrict or delay our acquisitions, and may increase
the cost of completing acquisitions.

The operating condition of acquired businesses cannot be determined accurately
until we assume control.

         Although we conduct what we believe to be a prudent level of
investigation regarding the operating condition of the businesses we purchase,
in light of the circumstances of each transaction, an unavoidable level of risk
remains regarding the actual operating condition of these businesses. Until we
actually assume operating control of such assets, we may not be able to
ascertain the actual value of the acquired entity.

Additional shares eligible for future sale could have an adverse effect on the
market price of our Class A common stock.

        The market price of our Class A common stock could be adversely affected
by the availability for public sale of up to 23,534,990 shares held or issuable
on November 16, 2000, including:

                                       15





     Number of Shares of                             Manner of Holding and/or Issuance
     Class A Common Stock
                                 
        12,250,000 (1)               Issuable on conversion of 12,250,000 shares of our Class B common
                                     stock owned by existing stockholders of Sonic.  These shares of
                                     Class A common stock are subject to certain piggyback
                                     registration rights.

         242,782 (1)                 Issuable on exercise of warrants issued in our business
                                     acquisitions.

        29,384 (1)(2)                Issuable on conversion of outstanding shares of our Class A
                                     convertible preferred stock that were issued in our business
                                     acquisitions.

          5,500,699                  Issued in our business acquisitions and currently registered
                                     for sale under the Securities Act pursuant to shelf
                                     registrations.

          4,834,635                  Issuable on exercise of options granted under our 1997 Stock
                                     Option Plan. All such shares are registered for sale under the
                                     Securities Act.

           232,458                   Issuable on exercise of options granted under our employee stock
                                     purchase plans.  All such shares are registered for sale under
                                     the Securities Act.

           335,032                   Issuable on exercise of options granted under our Amended and
                                     Restated FirstAmerica Automotive 1997 Stock Option Plan. All
                                     such shares are registered for sale under the Securities Act.

           110,000                   Issuable on exercise of options granted under our Directors
                                     Formula Stock Option Plan.  All such shares are registered for
                                     sale under the Securities Act.


(1)  All such shares are "restricted securities" as defined in Rule 144 under
     the Securities Act and may be resold in compliance with Rule 144.
(2)  The number of shares of Class A common stock issuable upon conversion
     of outstanding shares of our preferred stock is an estimate based on the
     assumption that the average of the daily closing prices for the Class A
     common stock on the New York Stock Exchange for the 20 consecutive trading
     days ending one trading day before such conversion was $8.525 per share.
     This number is subject to adjustment based on the common stock price on the
     date of conversion and could be materially more or less than this estimated
     amount depending on factors that we cannot presently determine. These
     factors include the future market price of the Class A common stock and the
     decisions of the holders of the preferred stock as to when to convert their
     shares of preferred stock. Generally, such issuances of Class A common
     stock will vary inversely with the market price of the Class A common
     stock.

         In connection with pending acquisitions, we have agreed to issue
approximately $2.0 million in Class A common stock and approximately $4.6
million in liquidation value of preferred stock. Approximately $4.6 million in
value of these securities will have registration rights, all of which shares
will be subject to prohibitions on resales for the six months after their
issuance. We intend in our business acquisitions to issue additional shares of
equity securities that may have registration rights as well as be eligible for
resale under Rule 144. The resale of substantial amounts of Class A common
stock, or the perception that such resales may occur, could materially and
adversely affect the prevailing market prices for the Class A common stock and
our ability to raise equity capital in the future.

Potential conflicts of interest between Sonic and its officers could adversely
affect our future performance.

         O. Bruton Smith serves as the chairman and chief executive officer of
Speedway Motorsports Inc. Accordingly, Sonic competes with Speedway Motorsports
Inc. for the management time of Mr. Smith. Under his employment agreement with
Sonic, Mr. Smith is required to devote approximately 50% of his business time to
our business. The remainder of his business time may be devoted to other
entities, including Speedway Motorsports Inc.

         Sonic has in the past and will likely in the future enter into
transactions with Mr. Smith, entities controlled by Mr. Smith or other

                                       16


affiliates of Sonic. For example, Sonic previously entered into property
transactions with MMR Holdings, L.L.C. and its subsidiaries (the "MMR Group").
The MMR Group was owned, directly and indirectly, and controlled by Mr. Smith.
On August 13, 1999, Mr. Smith and SFC sold the ownership of the MMR Group to CAR
MMR L.L.C. ("CAR MMR"), an affiliate of Capital Automotive REIT, which is
unaffiliated with Sonic or Mr. Smith. The MMR Group owned 50 properties leased
to 42 Sonic dealerships at the time of the MMR Group sale. As a part of the sale
of the MMR Group, Mr. Smith and SFC signed agreements with Sonic to induce Sonic
to sign its agreement with CAR MMR. Mr. Smith and SFC, under these agreements,
agreed to pay approximately $2.5 million to Sonic, which amount represented Mr.
Smith's and SFC's profits on the sale of the MMR Group less their expenses in
selling the MMR Group and a 14% annual return on their initial investment in the
MMR Group, net of any advances previously made by Sonic to the MMR Group.

         We believe that all of our existing arrangements with affiliates are as
favorable to us as if the arrangements were negotiated between unaffiliated
parties, although such transactions have neither been independently verified in
that regard nor are likely to be so verified in the future. Potential conflicts
of interest could arise in the future between Sonic and its officers or
directors in the enforcement, amendment or termination of arrangements existing
between them.

         Under Delaware law generally, a corporate insider is precluded from
acting on a business opportunity in his individual capacity if that opportunity
is

       (1) one which the corporation is financially able to undertake,
       (2) is in the line of the corporation's business,
       (3) is of practical advantage to the corporation, and
       (4) is one in which the corporation has an interest or reasonable
expectancy.

Accordingly, our corporate insiders are generally prohibited from engaging in
new dealership-related business opportunities outside of Sonic unless a majority
of Sonic's disinterested directors decide that such opportunities are not in our
best interest.

         Sonic's charter contains provisions providing that transactions between
Sonic and its affiliates must be no less favorable to Sonic than would be
available in similar transactions with an unrelated third party. Moreover, any
such transactions involving aggregate payments in excess of $500,000 must be
approved by a majority of Sonic's directors and a majority of its independent
directors. Otherwise, Sonic must obtain an opinion as to the financial fairness
of the transaction to be issued by an investment banking or appraisal firm of
national standing. In addition, the terms of the Revolving Facility, the Notes
offered by this offering memorandum and Sonic's existing senior subordinated
notes restrict transactions with affiliates in a manner similar to Sonic's
charter restrictions.

Lack of majority of independent directors could result in conflicts between us
and our management and majority stockholders that may reduce our future
performance.

         Independent directors do not constitute a majority of our board, and
our board may not have a majority of independent directors in the future.
Without a majority of independent directors, Sonic's executive officers,
principal stockholders and directors could establish policies and enter into
transactions without independent review and approval, subject to certain
restrictions under our charter. These policies and transactions could present
the potential for a conflict of interest between Sonic and its minority
stockholders and the controlling officers, stockholders or directors.

The loss of key personnel and limited management and personnel resources could
adversely affect our operations and growth.

         Our success depends to a significant degree upon the continued
contributions of Sonic's management team, particularly its senior management,
and service and sales personnel. The loss of any of these executives may have a
material adverse effect on our operations. Additionally, manufacturer franchise
agreements may require the prior approval of the applicable manufacturer before
any change is made in franchise general managers. We do not have employment
agreements with most of our dealership managers and other key dealership
personnel. Consequently, the loss of the services of one or more of these key
employees could have a material adverse effect on our results of operations.

         In addition, we may need to hire additional managers as we expand. The
market for qualified employees in the industry and in the regions in which we
operate, particularly for general managers and sales and service personnel, is
highly competitive and may subject us to increased labor costs during periods of
low unemployment. The loss of the services of key employees or the inability to
attract additional qualified managers could have a material adverse effect on
our results of operations. In addition, the lack of qualified management or
employees employed by potential acquisition candidates may limit our ability to
consummate future acquisitions.

Seasonality of the automotive retail business adversely affects first quarter
revenues.

         Our business is seasonal, with a disproportionate amount of revenues
received generally in the second, third and fourth fiscal quarters.

                                       17


Import product restrictions and foreign trade risks may impair our ability to
sell foreign vehicles profitably.

         Some of the vehicles and major components of vehicles we sell are
manufactured in foreign countries. Accordingly, we are subject to the import and
export restrictions of various jurisdictions and are dependent to some extent
upon general economic conditions in, and political relations with, a number of
foreign countries, particularly Germany, Japan and Sweden. Fluctuations in
currency exchange rates may also adversely affect our sales of vehicles produced
by foreign manufacturers. Imports into the United States may also be adversely
affected by increased transportation costs and tariffs, quotas or duties.

Governmental regulation and environmental regulation compliance costs may
adversely affect our profitability.

         We are subject to a wide range of federal, state and local laws and
regulations, such as local licensing requirements and consumer protection laws.
The violation of these laws and regulations can result in civil and criminal
penalties against us or in a cease and desist order against our operations if we
are not in compliance. Our future acquisitions may also be subject to
regulation, including antitrust reviews. We believe that we comply in all
material respects with all laws and regulations applicable to our business, but
future regulations may be more stringent and require us to incur significant
additional costs.

         Our facilities and operations are also subject to federal, state and
local laws and regulations relating to environmental protection and human health
and safety, including those governing wastewater discharges, air emissions, the
operation and removal of underground and aboveground storage tanks, the use,
storage, treatment, transportation, release, recycling and disposal of solid and
hazardous materials and wastes and the cleanup of contaminated property or
water. We may be required by these laws to pay the full amount of the costs of
investigation and/or remediation of contaminated properties, even if we are not
at fault for disposal of the materials or if such disposal was legal at the
time. People who may be found liable under these laws and regulations include
the present or former owner or operator of a contaminated property and companies
that generated, transported, disposed of or arranged for the transportation or
disposal of hazardous substances found at the property.

         Our past and present business operations are subject to environmental
laws and regulations governing the use, storage, handling, recycling and
disposal of hazardous or toxic substances such as new and waste motor oil, oil
filters, transmission fluid, antifreeze, freon, new and waste paint and lacquer
thinner, batteries, solvents, lubricants, degreasing agents, gasoline and diesel
fuels. We are also subject to laws and regulations relating to underground
storage tanks that exist or used to exist at many of our properties. Like many
of our competitors, we have incurred, and will continue to incur, capital and
operating expenditures and other costs in complying with such laws and
regulations. In addition, soil and groundwater contamination exists at certain
of our properties. We cannot assure you that our other properties have not been
or will not become similarly contaminated. In addition, we could become subject
to potentially material new or unforeseen environmental costs or liabilities
because of our acquisitions.

         Environmental laws and regulations, including those governing air
emissions and underground storage tanks, could require compliance with new or
more stringent standards that are imposed in the future. We cannot predict what
other environmental legislation or regulations will be enacted in the future,
how existing or future laws or regulations will be administered or interpreted
or what environmental conditions may be found to exist in the future.
Consequently, we may be required to make substantial expenditures in the future.

Concentration of voting power and antitakeover provisions of our charter,
Delaware law and our dealer agreements may reduce the likelihood of any
potential change of control of Sonic.

         Sonic's common stock is divided into two classes with different voting
rights. This dual class stock ownership allows the present holders of the Class
B common stock to control Sonic. Holders of Class A common stock have one vote
per share on all matters. Holders of Class B common stock have 10 votes per
share on all matters, except that they have only one vote per share on any
transaction proposed by the Board of Directors or a Class B common stock holder
or otherwise benefiting the Class B common stock holders constituting a:

         (1) "going private" transaction;

         (2) disposition of substantially all of our assets;

         (3) transfer resulting in a change in the nature of our business; or

         (4) merger or consolidation in which current holders of common stock
             would own less than 50% of the common stock following such
             transaction.

         The holders of Class B common stock currently hold less than a majority
of Sonic's outstanding common stock, but a majority of Sonic's voting power.
This may prevent or discourage a change of control of Sonic even if such action
were favored by holders of Class A common stock.

                                       18

         Sonic's charter and bylaws make it more difficult for its stockholders
to take corporate actions at stockholders' meetings. In addition, options under
our 1997 Stock Option Plan become immediately exercisable on a change in
control. Also, Delaware law makes it difficult for stockholders who have
recently acquired a large interest in a company to consummate a business
transaction with the company against its directors' wishes. Finally,
restrictions imposed by our dealer agreements may impede or prevent any
potential takeover bid. Generally, our franchise agreements allow the
manufacturers the right to terminate the agreements upon a change of control of
our company and impose restrictions upon the transferability of any significant
percentage of our stock to any one person or entity who may be unqualified, as
defined by the manufacturer, to own one of its dealerships. The inability of a
person or entity to qualify with one or more of our manufacturers may prevent or
seriously impede a potential takeover bid. These agreements, corporate documents
and laws, as well as provisions of our lending arrangements creating an event of
default on a change in control, may have the effect of delaying or preventing a
change in control or preventing stockholders from realizing a premium on the
sale of their shares upon an acquisition of Sonic.

Amortization of goodwill from acquisitions could change, resulting in
significant reduction in earnings for future periods.

         Goodwill, net of accumulated amortization, represented approximately
39.5% of our total assets and 147.2% of our stockholders' equity as of December
31, 1999, and represented approximately 38.4% of our total assets and 143.3% of
our stockholders' equity as of September 30, 2000. Goodwill arises when an
acquiror pays more for a business than the fair value of the tangible and
separately measurable intangible net assets. Accounting principles generally
accepted in the United States of America require that this and all other
intangible assets be amortized over the period benefited. We determined that the
period benefited by all of the goodwill will be no less than 40 years.
Accordingly, we amortize goodwill over a 40 year period. Earnings reported in
periods immediately following the acquisition would be overstated if we
attributed a 40 year benefit period to an intangible asset that should have had
a shorter benefit period. In later years, we would be burdened by a continuing
charge against earnings without the associated benefit to income valued by
management in arriving at the price paid for the businesses. Earnings in later
years also could be significantly affected if management determined then that
the remaining balance of goodwill was impaired. We periodically compare the
carrying value of goodwill with anticipated undiscounted future cash flows from
operations of the businesses we have acquired to evaluate the recoverability of
goodwill. We have concluded that the anticipated future cash flows associated
with intangible assets recognized in the acquisitions will continue
indefinitely, and there is no persuasive evidence that any material portion will
dissipate over a period shorter than 40 years. We will incur additional goodwill
in our future acquisitions.

         The Financial Accounting Standards Board recently proposed new rules
relating to the accounting for business combinations and intangible assets. One
aspect of the proposal would not permit goodwill to be amortized over a period
in excess of 20 years; however, we cannot assure you that such a rule will be
adopted and, if adopted, as to the final provisions of any such rules. If such a
rule is adopted, we have been advised that it would likely only affect the
period over which we amortize goodwill on our future acquisitions.

Federal and state statutes allow courts, under specific circumstances, to void
guarantees and requires Debt Security holders to return payments received from
guarantors.

          Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee could be voided, or claims in respect of a
guarantee could be subordinated to all other debts of that guarantor if, among
other things, the guarantor, at the time it incurred the indebtedness evidenced
by its guarantee received less than reasonably equivalent value or fair
consideration for the incurrence of such guarantee; and

      o  was insolvent or rendered insolvent by reason of such incurrence; or

      o  was engaged in a business or transaction for which the guarantor's
         remaining assets constituted unreasonably small capital; or

      o  intended to incur, or believed that it would incur, debts beyond its
         ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be
voided and required to be returned to the guarantor, or to a fund for the
benefit of the creditors of the guarantor.

         The measures of insolvency for purposes of these fraudulent transfer
laws will vary depending upon the law applied in any proceeding to determine
whether a fraudulent transfer has occurred. Generally, however, a guarantor
would be considered insolvent if:

      o  the sum of its debts, including contingent liabilities, were greater
         than the fair saleable value of all of its assets, or

      o  if the present fair saleable value of its assets were less than the
         amount that would be required to pay its probable liability on its
         existing debts, including contingent liabilities, as they become
         absolute and mature, or

      o  it could not pay its debts as they became due.

                                       19


         We can give you no assurance as to what standard a court would apply in
making such a determination or that a court would agree with our conclusions
that, after giving effect to a guarantee of Debt Securities, each guarantor will
not be insolvent.

                                 USE OF PROCEEDS

       Unless otherwise provided in a prospectus supplement, we will use the net
proceeds from the sale of the securities offered by this prospectus and any
prospectus supplement for our general corporate purposes, which may include
repayment of indebtedness, the acquisition of additional automobile dealerships,
additions to our working capital, and capital expenditures.

       We will not receive any proceeds from the sale of Class A common stock by
the selling stockholders.

                       RATIOS OF EARNINGS TO FIXED CHARGES

       The following table contains our consolidated ratios of earnings to fixed
charges and earnings to fixed charges for the periods indicated.



                                                                                                         Nine Months
                                                                                                           Ended
                                                             Year Ended December 31,                    September 30,
                                                             ------------------------                   ------------
                                                       1995       1996      1997      1998      1999         2000
                                                       ----       ----      ----      ----      ----         ----
                                                                                          
Ratio of earnings to fixed charges..............        8.1        7.3       4.1       3.3       3.4         3.2


       For purposes of computing the ratios of earnings to fixed charges and
earnings to fixed charges: (1) earnings consist of income before provision for
income taxes plus fixed charges (excluding capitalized interest) and (2) fixed
charges consist of interest expensed and capitalized, amortization of debt
discount and expense relating to indebtedness and the portion of rental expense
representative of the interest factor attributable to leases for rental
property. There were no dividends paid or accrued during the periods presented
above.

                         DESCRIPTION OF DEBT SECURITIES

       The Debt Securities may be issued from time to time in one or more
series. The particular terms of each series that are offered by a prospectus
supplement will be described in the prospectus supplement.

       The Debt Securities will be either our senior debt securities ("Senior
Debt Securities") or our subordinated debt securities ("Subordinated Debt
Securities"). The Senior Debt Securities and the Subordinated Debt Securities
will be issued under separate Indentures among us, our subsidiaries, if our
subsidiaries are guarantors of the Debt Securities, and a U.S. banking
institution (a "Trustee"). Senior Debt Securities will be issued under a "Senior
Indenture" and Subordinated Debt Securities will be issued under a "Subordinated
Indenture." Together, the Senior Indenture and the Subordinated Indenture are
called "Indentures."

       We will describe the particular terms of any Debt Securities that we
offer and the extent to which the general provisions below will apply to those
Debt Securities in a prospectus supplement relating to those Debt Securities.
The terms of the Debt Securities will include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended. The Debt Securities will be subject to all those terms, and we
refer the holders of the Debt Securities to the Indenture and the Trust
Indenture Act for a statement of those terms. Unless we indicate otherwise,
capitalized terms have the meanings given in the applicable Indenture.

       We have summarized selected provisions of the Indenture below. The
summary is not complete. The forms of the Indenture have been filed as exhibits
to the registration statement and you should read the Indentures for provisions
that may be important to you. In the summary below we have included references
to section numbers of the applicable Indentures so that you can easily locate
these provisions. Whenever we refer in this prospectus or in the prospectus
supplement to particular sections or defined terms of the Indenture, such
sections or defined terms are incorporated by reference herein or therein, as
applicable.

General

       The Indentures provide that Debt Securities in separate series may be
issued from time to time without limitation as to aggregate principal amount. We
may specify a maximum aggregate principal amount for the Debt Securities of any
series. (Section 301) We will determine the terms and conditions of the Debt
Securities, including the maturity, principal and interest, but those terms must
be consistent with the Indenture. The Debt Securities will be our unsecured
obligations.


                                       20


       The Subordinated Debt Securities will be subordinated in right of payment
to the prior payment in full of all of our Senior Indebtedness (as defined) as
described under "--Subordination of Subordinated Debt Securities" and in the
prospectus supplement applicable to any Subordinated Debt Securities.

       If specified in the prospectus supplement, our subsidiaries (the
"Guarantors") will unconditionally guarantee (the "Subsidiary Guarantees") on a
joint and several basis the Debt Securities as described under "--Subsidiary
Guarantees" and in the prospectus supplement. The Subsidiary Guarantees will be
unsecured obligations of each Guarantor.

       The applicable prospectus supplement will set forth the price or prices
at which the Debt Securities to be offered will be issued and will describe the
following additional terms:

      o  the title of the Debt Securities;

      o  whether the Debt Securities are Senior Debt Securities or Subordinated
         Debt Securities and, if Subordinated Debt Securities, subordinated
         terms relating thereto;

      o  whether the Guarantors will provide Subsidiary Guarantees of the Debt
         Securities;

      o  the aggregate principal amount of the Debt Securities or any limit
         thereon;

      o  the dates on which the principal of the Debt Securities will be
         payable;

      o  the interest rate of the Debt Securities and the interest payment dates
         for the Debt Securities;

      o  the places where payments on the Debt Securities will be payable;

      o  any terms upon which the Debt Securities may be redeemed at our option;

      o  any sinking fund or other provisions that would obligate us to
         repurchase or otherwise redeem the Debt Securities;

      o  the portion of the principal amount, if less than all, of the Debt
         Securities that will be payable upon declaration of acceleration of the
         Maturity of the Debt Securities;

      o  if convertible into our common stock or any of our other securities,
         the terms on which such Debt Securities are convertible;

      o  whether the Debt Securities are secured and the terms of such security;

      o  whether the Debt Securities are defeasible;

      o  any addition to or change in the Events of Default;

      o  any addition to or change in the covenants in the applicable Indenture;
         and

      o  any other terms of the Debt Securities not inconsistent with the
         provisions of the applicable Indenture. (Section 301)

       Debt Securities, including Original Issue Discount Securities, may be
sold at a substantial discount below their principal amount. Special United
States federal income tax considerations applicable to Debt Securities sold at
an original issue discount may be described in the applicable prospectus
supplement. In addition, special United States federal income tax or other
considerations applicable to any Debt Securities that are denominated in a
currency other than United States dollars may be described in the applicable
prospectus supplement.

Subordination of Subordinated Debt Securities

       The indebtedness evidenced by the Subordinated Debt Securities will, to
the extent set forth in the Subordinated Indenture with respect to each series
of Subordinated Debt Securities, be subordinate in right of payment to the prior
payment in full of all of our Senior Debt, including the Senior Debt Securities.
The prospectus supplement relating to any Subordinated Debt Securities will
summarize the subordination provisions of the Subordinated Indenture applicable
to that series including:

      o  the applicability and effect of such provisions upon any payment or
         distribution of our assets to creditors upon any liquidation,
         bankruptcy, insolvency or similar proceedings;

                                       21




      o  the applicability and effect of such provisions in the event of
         specified defaults with respect to any or certain Senior Debt,
         including the circumstances under which and the periods in which we
         will be prohibited from making payments on the Subordinated Debt
         Securities; and

      o  the definition of Senior Indebtedness applicable to the Subordinated
         Debt Securities of that series.

       The prospectus supplement will also describe as of a recent date the
approximate amount of Senior Indebtedness to which the Subordinated Debt
Securities of that series will be subordinated.

        The failure to make any payment on any of the Subordinated Debt
Securities due to the subordination provisions of the Subordinated Indenture
described in the prospectus supplement will not prevent the occurrence of an
Event of Default on the Subordinated Debt Securities arising from any such
failure to make payment.

               The subordination provisions described above will not be
applicable to payments in respect of the Subordinated Debt Securities from a
defeasance trust established in connection with any defeasance or covenant
defeasance of the Subordinated Debt Securities as described under "--Defeasance
and Covenant Defeasance."

Conversion Rights

        The Debt Securities may be converted into other securities of our
company, if at all, according to the terms and conditions of an applicable
prospectus supplement. Such terms will include the conversion price, the
conversion period, provisions as to whether conversion will be at the option of
the holders of such series of Debt Securities or at the option of our company,
the events requiring an adjustment of the conversion price and provisions
affecting conversion in the event of the redemption of such series of Debt
Securities.

Subsidiary Guarantees

       If specified in the prospectus supplement, the Guarantors will guarantee
the Debt Securities of a series. Unless otherwise indicated in the prospectus
supplement, the following provisions will apply to the Subsidiary Guarantees of
the Guarantors.

       Subject to the limitations described below and in the prospectus
supplement, the Guarantors will, jointly and severally, unconditionally
guarantee the performance and punctual payment when due, whether at Stated
Maturity, by acceleration or otherwise, of all our obligations under the
Indentures and the Debt Securities of a series (the "Guaranteed Obligations").
The Guarantors will also pay, in addition to the amount stated above, any and
all expenses (including reasonable counsel fees and expenses) incurred by the
applicable Trustee in enforcing any rights under a Subsidiary Guarantee with
respect to a Guarantor.

       In the case of Subordinated Debt Securities, a Guarantor's Subsidiary
Guarantee will be subordinated in right of payment to the Senior Indebtedness of
such Guarantor on the same basis as the Subordinated Debt Securities are
subordinated to our Senior Indebtedness. No payment will be made by any
Guarantor under its Subsidiary Guarantee during any period in which payments by
us on the Subordinated Debt Securities are suspended by the subordination
provisions of the Subordinated Indenture.

       Each Subsidiary Guarantee will be limited in amount to an amount not to
exceed the maximum amount that can be guaranteed by the relevant Guarantor
without rendering such Subsidiary Guarantee voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

       Each Subsidiary Guarantee will be a continuing guarantee and will:

      o  remain in full force and effect until either (a) payment in full of all
         the Guaranteed Obligations (or the applicable Debt Securities are
         defeased and discharged in accordance with the defeasance provisions of
         the Indentures) or (b) released as described in the following
         paragraph,

      o  be binding upon each Guarantor, and

      o  inure to the benefit of and be enforceable by the applicable Trustee,
         the holders and their successors, transferees and assigns.

       In the event that a Guarantor ceases to be a Significant Subsidiary,
whether as a result of a disposition of all of the assets or all of the capital
stock of such Guarantor, by way of sale, merger, consolidation or otherwise,
such Guarantor will be deemed released and relieved of its obligations under its
Subsidiary Guarantee without any further action required on the part of the
Trustee or any holder and no other person acquiring or owning the assets or
capital stock of such Guarantor (if not otherwise a Significant Subsidiary) will
be required to enter into a Subsidiary Guarantee; provided, in each case, that
the transaction or transactions resulting in such Guarantor's ceasing to be a
Significant Subsidiary are carried out pursuant to and in compliance with all of
the applicable covenants in the Indenture. In addition, the prospectus
supplement may specify additional circumstances under which a Guarantor can be
released from its Subsidiary Guarantee.

                                       22


Form, Exchange and Transfer

       The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000 and integral
multiple thereof. (Section 302)

       At the option of the Holder, subject to the terms of the applicable
Indenture and the limitations applicable to Global Securities, Debt Securities
of each series will be exchangeable for other Debt Securities of the same series
of any authorized denomination and of a like tenor and aggregate principal
amount. (Section 305)

       Subject to the terms of the applicable Indenture and the limitations
applicable to Global Securities, Debt Securities may be presented for exchange
as provided above or for registration of transfer (duly endorsed or with the
form of transfer endorsed thereon duly executed) at the office of the Security
Registrar or at the office of any transfer agent designated by us for such
purpose. No service charge will be made for any registration of transfer or
exchange of Debt Securities, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. Such
transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, begin satisfied with the documents of title
and identity of the person making the request. The Security Registrar and any
other transfer agent initially designated by us for any Debt Securities will be
named in the applicable prospectus supplement. (Section 305) We may at any time
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
except that we will be required to maintain a transfer agent in each Place of
Payment for the Debt Securities of each series. (Section 1002).

       If the Debt Securities of any series (or of any series and specified
terms) are to be redeemed in part, we will not be required to (i) issue,
register the transfer of or exchange any Debt Security of that series (or of
that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption of any such Debt Security selected for redemption and ending at the
close of business on the day of such mailing or (ii) register the transfer of or
exchange any Debt Security so selected for redemption, in whole or in part,
except the unredeemed portion of any such Debt Security being redeemed in part.
(Section 305)

Global Securities

       Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable prospectus supplement, will be deposited
with such Depository or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.

       Notwithstanding any provision of the applicable Indenture or any Debt
Security described herein, no Global Security may be exchanged or transferred in
whole or in part for Debt Securities registered in the name of any person other
than the Depositary for such Global Security or any nominee of such Depositary
unless:

       o  the Depositary is unwilling or unable to continue as depositary;

       o  an Event of Default has occurred and is continuing under the Debt
          Securities represented by the Global Security; or

       o  as otherwise provided in a prospectus supplement.

All Debt Securities issued in exchange for a Global Security or any portion
thereof will be registered in such names as the Depositary may direct. (Section
305)

         As long as the Depositary, or its nominee, is the registered Holder of
a Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the applicable Indenture. Except in the limited circumstances referred to above,
owners of beneficial interests in a Global Security will not be entitled to have
such Global Security or any Debt Securities represented thereby registered in
their names, will not receive or be entitled to receive physical delivery of
certificated Debt Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Debt Securities
represented thereby for any purpose under the Debt Securities or the applicable
Indenture. All payments of principal of and any premium and interest on a Global
Security will be made to the Depositary or its nominee, as the case may be, as
the Holder thereof. The laws of some jurisdictions require that certain
purchasers of Debt Securities take physical delivery of such Debt Securities in
definitive form. These laws may impair the ability to transfer beneficial
interests in a Global Security.

         Ownership of beneficial interests in a Global Security will be limited
to institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any

                                       23


Global Security, the Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of Debt Securities represented
by the Global Security to the accounts of its participants. Ownership of
beneficial interests in a Global Security will be shown only on, and the
transfer of those ownership interests will be effected only through, records
maintained by the Depositary (with respect to participants' interests) or any
such participant (with respect to interests of persons held by such participants
on their behalf). Payments, transfers, exchanges and other matters relating to
beneficial interests in a Global Security may be subject to various policies and
procedures adopted by the Depositary from time to time. None of us, the
Guarantors, the Trustees or our agents or the Trustees will have any
responsibility or liability for any aspect of the Depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.

Payment and Paying Agent

       Unless otherwise indicated in the applicable prospectus supplement,
payment of interest on a Debt Security on any Interest Payment Date will be made
to the person in whose name such Debt Security is registered at the close of
business on the regular record date for such interest. (Section 307)

       Unless otherwise indicated in the applicable prospectus supplement,
principal of and any premium and interest on the Debt Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as we
may designate for such purpose from time to time, except that at our option
payment of any interest may be made by check mailed to the address of the Person
entitled thereto as such address appears in the Security Register. Unless
otherwise indicated in the applicable prospectus supplement, the corporate trust
office of the trustee under the Senior Indenture (the "Senior Trustee") in The
City of New York will be designated as sole Paying Agent for payments with
respect to Senior Debt Securities of each series, and the corporate trust office
of the Subordinated Trustee in the City of New York will be designated as the
sole Paying Agent for payment with respect to Subordinated Debt Securities of
each series. Any other Paying Agents initially designated by us for the Debt
Securities of a particular series will be named in the applicable prospectus
supplement. We may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that we will be required to maintain a Paying
Agent in each Place of Payment for the Debt Securities of a particular series.
(Section 1002)

       All moneys paid by us to a Paying Agent for the payment of the principal
of or any premium or interest on any Debt Security which remain unclaimed at the
end of two years after such principal, premium or interest has become due and
payable will be repaid to us, and the Holder of such Debt Security thereafter
may look only to us for payment thereof. (Section 1003)

Consolidation, Merger and Sale of Assets

       We may consolidate with or merge into, or sell or lease substantially all
of our properties to any person only if:

       o  the successor person (if any) is a corporation, partnership, trust or
          other entity organized and validly existing under the laws of any
          domestic jurisdiction and assumes our obligations on the Debt
          Securities and under the Indentures;

       o  immediately after giving effect to the transaction, no Event of
          Default, and no event which, after notice or lapse of time or
          both,would become an Event of Default, shall have occurred and be
          continuing; and

       o  any other conditions specified in the applicable prospectus supplement
          are met. (Section 801)

Events of Default

       Unless otherwise specified in the prospectus supplement, each of the
following will constitute an Event of Default under the applicable Indenture
with respect to Debt Securities of any series:

       o  failure to pay principal or premium on any Debt Security of that
          series when due;

       o  failure to pay any interest on any Debt Security of that series when
          due, continued for 30 days;

       o  failure to deposit any sinking fund payment, when due, on any Debt
          Security of that series;

       o  failure to perform or comply with the provisions described under " --
          Consolidation, Merger and Sale of Assets";

       o  failure to perform any of our other covenants in the Indenture (other
          than a covenant included in such Indenture solely for the benefit of a
          series other than that series) for 60 days after being given written
          notice by the Trustee or holders of at least 25% in principal amount
          of the Outstanding Debt Securities of that series;

                                       24


       o  default under the terms of any instrument evidencing or securing any
          of our Debt or any Significant Subsidiary having an outstanding
          principal amount of $20 million individually or in the aggregate which
          default results in the acceleration of the payment of all or any
          portion of such Debt (which acceleration is not rescinded within a
          period of 10 days from the occurrence of such acceleration) or
          constitutes the failure to pay all or any portion of the principal
          amount of such Debt when due;

       o  the rendering of a final judgment or judgments against us or any
          Significant Subsidiary in an amount in excess of $20 million that
          remains undischarged or unstayed for a period of 60 days after the
          date on which the right to appeal has expired;

       o  certain events of bankruptcy, insolvency or reorganization affecting
          us, any Significant Subsidiary Guarantor or any group of Significant
          Subsidiaries that together would constitute a Significant Subsidiary
          Guarantor; and

       o  in the case of Debt Securities guaranteed by any Guarantor, the
          Subsidiary Guarantee of any Guarantor is held by a final
          non-appealable order or judgment of a court of competent jurisdiction
          to be unenforceable or invalid or ceases for any reason to be in full
          force and effect (other than in accordance with the terms of the
          applicable Indenture) or any Guarantor or any person acting on behalf
          of any Guarantor denies or disaffirms such Guarantor's obligations
          under its Subsidiary Guarantee (other than by reason of a release of
          such Guarantor from its Subsidiary Guarantee in accordance with the
          terms of the applicable Indenture). (Section 501)

       If an Event of Default (other than as a result of bankruptcy, insolvency
or reorganization) for any series of Debt Securities occurs and continues, the
applicable Trustee or the holders of at least 25% in aggregate principal amount
of the outstanding Debt Securities of that series may declare the principal
amount of the Debt Securities of that series (or, such portion of the principal
amount of such Debt Securities as may be specified in a prospectus supplement)
to be due and payable immediately. If an Event of Default results from
bankruptcy, insolvency or reorganization, the principal amount of all the Debt
Securities of a series (or, such portion of the principal amount of such Debt
Securities as may be specified in a prospectus supplement) will automatically
become immediately due and payable. If an acceleration occurs, subject to
specified conditions, the holders of a majority of the aggregate principal
amount of the outstanding Debt Securities of that series may rescind and annul
such acceleration. (Section 502)

       Other than its duties in case of an Event of Default, a Trustee is not
obligated to exercise any of its rights or powers under the applicable Indenture
at the request or direction of any of the Holders, unless the Holders offer the
Trustee reasonable indemnity. (Section 603) Subject to the indemnification of
the Trustees, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of that series. (Section 512)

       The Holders of Debt Securities of any series will not have any right to
institute any proceeding with respect to the applicable Indenture unless:

       o  the Holder previously gave written notice to the Trustee of an Event
          of Default;

       o  the Holders of at least 25% in aggregate principal amount of the
          Outstanding Debt Securities of that series have made a written
          request, and such Holder or Holders have offered reasonable indemnity,
          to the Trustee to institute such proceeding as trustee; and

       o  the Trustee fails to institute such proceeding, and has not received
          from the Holders of a majority in aggregate principal amount of the
          Outstanding Debt Securities of that series a direction inconsistent
          with such request, within 15 days after such notice, request and
          offer. (Section 507)

However, such limitations do not apply to a suit instituted by a Holder of a
Debt Security for the enforcement of payment of the principal, interest or
premium on such Debt Security on or after the applicable due date specified in
such Debt Security (Section 508).

       We will be required to furnish to each Trustee annually a statement by
certain of our officers as to whether or not we are in default in the
performance of any of the terms of the applicable Indenture. (Section 1004)

Amendment and Waiver

        Modifications and amendments of the Indentures may be made by us, the
Guarantors and the applicable Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
each series affected by such modification or amendment; provided, however, that
no such modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby:

          (1)  change the Stated Maturity of the principal of, or any
               installment of principal of or interest on, any Debt Security,

          (2)  reduce the principal amount of, or any premium or interest on,
               any Debt Security,

                                       25


          (3)  reduce the amount of principal of an Original Issue Discount
               Security or any other Debt Security payable upon acceleration of
               the Maturity thereof,

          (4)  change the place or currency of payment of principal of, or any
               premium or interest on, any Debt Security,

          (5)  impair the right to institute suit for the enforcement of any
               payment on or with respect to any Debt Security,

          (6)  in the case of Subordinated Debt Securities, modify the
               subordination provisions in a manner adverse to the Holders of
               the Subordinated Debt Securities,

          (7)  except as provided in the applicable Indenture, release the
               Subsidiary Guarantee of a Guarantor,

          (8)  reduce the percentage in principal amount of Outstanding Debt
               Securities of any series, the consent of whose Holders is
               required for modification or amendment of the Indenture,

          (9)  reduce the percentage in principal amount of Outstanding Debt
               Securities of any series necessary for waiver of compliance with
               certain provisions of the Indenture or for waiver of certain
               defaults or

         (10)  modify such provisions with respect to modification and waiver.
               (Section 902)

         The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may waive compliance by us with certain restrictive
provisions of the applicable Indenture. The Holders of a majority in principal
amount of the Outstanding Debt Securities of any series may waive any past
default under the applicable Indenture, except a default in the payment of
principal, premium or interest and certain covenants and provisions of the
Indenture which cannot be amended without the consent of the Holder of each
Outstanding Debt Security of such series affected. (Section 513)

         The Indentures provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under such
Indenture as of any date, (A) the principal amount of an Original Issue Discount
Security that will be deemed to be Outstanding will be the amount of the
principal thereof that would be due and payable as of such date upon
acceleration of the Maturity thereof to such date, (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Debt Security is not
determinable (for example, because it is based on an index), the principal
amount of such Debt Security deemed to be Outstanding as of such date will be an
amount determined in the manner prescribed for such Debt Security and (C) the
principal amount of a Debt Security denominated in one or more foreign
currencies or currency units that will be deemed to be Outstanding will be the
U.S. dollar equivalent, determined as of such date in the manner prescribed for
such Debt Security, of the principal amount of such Debt Security (or, in the
case of a Debt Security described in clause (A) or (B) above, of the amount
described in such clause). Certain Debt Securities, including those for whose
payment or redemption money has been deposited or set aside in trust for the
Holders and those that have been fully defeased pursuant to Section 1502, will
not be deemed to be Outstanding. (Section 101)

         Except in certain limited circumstances, we will be entitled to set any
day as a record date for the purpose of determining the Holders of Outstanding
Debt Securities of any series entitled to give or take any direction, notice,
consent, waiver or other action under the applicable Indenture, in the manner
and subject to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for action by
Holders. If a record date is set for any action to be taken by Holders of a
particular series, such action may be taken only by persons who are Holders of
Outstanding Debt Securities of that series on the record date. To be effective,
such action must be taken by Holders of the requisite principal amount of such
Debt Securities within a specified period following the record date. For any
particular record date, this period will be 180 days or such other period as may
be specified by us (or the Trustee, if it set the record date), and may be
shortened or lengthened (but not beyond 180 days) from time to time. (Section
104)

Defeasance And Covenant Defeasance

       If and to the extent indicated in the applicable prospectus supplement,
we may elect, at our option at any time, to have the provisions of the
Indentures, relating to defeasance and discharge of indebtedness (Section 1502)
and to defeasance of certain restrictive covenants (Section 1503) applied to the
Debt Securities of any series, or to any specified part of a series.

       Defeasance and Discharge. The Indentures provide that, upon our exercise
of our option (if any) we will be discharged from all our obligations, and have
the subordination provisions of any Subordinated Indenture (if any) cease to be
effective, with respect to the applicable Debt Securities upon the deposit in
trust for the benefit of the holders of such Debt Securities of money or U.S.
Government Obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with their terms, will provide money
in an amount sufficient to pay the principal of and any premium and interest on
such Debt Securities on the respective Stated Maturities in accordance with the
terms of the applicable Indenture and such Debt Securities.

                                       26


       Such defeasance or discharge may occur only if, among other things,

          (1)  we have delivered to the applicable Trustee an Opinion of Counsel
               to the effect that we have received from, or there has been
               published by, the United States Internal Revenue Service a
               ruling, or there has been a change in tax law, in either case to
               the effect that Holders of such Debt Securities will not
               recognize gain or loss for federal income tax purposes as a
               result of such deposit, defeasance and discharge and will be
               subject to federal income tax on the same amount, in the same
               manner and at the same times as would have been the case if such
               deposit, defeasance and discharge were not to occur;

          (2)  no Event of Default or event that with the passing of time or the
               giving of notice, or both, shall constitute an Event of Default
               shall have occurred and be continuing;

          (3)  such deposit, defeasance and discharge will not result in a
               breach or violation of, or constitute a default under, any
               agreement or instrument to which we or any Significant Subsidiary
               is a party or by which we or any Significant Subsidiary is bound;

          (4)  in the case of Subordinated Debt Securities, at the time of such
               deposit, no default in the payment of all or a portion of
               principal of (or premium, if any) or interest on or other
               obligations in respect of any of our Senior Indebtedness shall
               have occurred and be continuing and no other event of default
               with respect to any of our Senior Indebtedness shall have
               occurred and be continuing permitting after notice or the lapse
               of time, or both, the acceleration thereof; and

          (5)  we have delivered to the Trustee an Opinion of Counsel to the
               effect that such deposit shall not cause the Trustee or the trust
               so created to be subject to the Investment Company Act of 1940.
               (Sections 1502 and 1504)

       Any additional conditions to the discharge of our obligations with
respect to a series of Debt Securities will be described in an applicable
prospectus supplement.

       Defeasance of Certain Covenants. The Indentures provide that, upon our
exercise of our option (if any), we may omit to comply with specified
restrictive covenants as described in an applicable prospectus supplement and
the occurrence of specified Events of Default in "--Events of Default" and any
Events of Default described in an applicable prospectus supplement, will not be
deemed to either be or result in an Event of Default and, if such Debt
Securities are Subordinated Debt Securities, the provisions of the Subordinated
Indenture relating to subordination will cease to be effective, in each case
with respect to such Debt Securities. In order to exercise such option, we must
deposit, in trust for the benefit of the Holders of such Debt Securities, money
or U.S. Government Obligations, or both, which, through the payment of principal
and interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient to pay the principal of and any premium and
interest on such Debt Securities on the respective Stated Maturities in
accordance with the terms of the applicable Indenture and such Debt Securities.
Such covenant defeasance may occur only if we have delivered to the applicable
Trustee an Opinion of Counsel that in effect says that Holders of such Debt
Securities will not recognize gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain obligations and will be subject
to federal income tax on the same amount, in the same manner and at the same
times as would have been the case if such deposit and defeasance were not to
occur and the requirements set forth in clauses (2), (3), (4) and (5) above are
satisfied. If we exercise this option with respect to any Debt Securities and
such Debt Securities were declared due a and payable because of the occurrence
of any Event of Default, the amount of money and U.S. Government Obligations so
deposited in trust would be sufficient to pay amounts due on such Debt
Securities at the time of their respective Stated Maturities but may not be
sufficient to pay amounts due on such Debt Securities upon any acceleration
resulting from such Event of Default. In such case, we would remain liable for
such payments. (Sections 1503 and 1504) Any additional conditions to exercising
this option with respect to a series of Debt Securities will be described in an
applicable prospectus supplement.

Notices

       Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register. (Sections
101 and 106)

Title

       We, the Guarantors, the Trustees and any agent of ours may treat the
Person in whose name a Debt Security is registered as the absolute owner of the
Debt Security, whether or not such Debt Security may be overdue, for the purpose
of making payment and for all other purposes. (Section 309)

Governing Law

       The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the laws of the State of New York. (Section 112)

                                       27


                          DESCRIPTION OF CAPITAL STOCK

       Sonic's authorized capital stock consists of (a) 100,000,000 shares of
Class A common stock, $.01 par value, (b) 30,000,000 shares of Class B common
stock, $.01 par value and (c) 3,000,000 shares of preferred stock, $.10 par
value (of which 300,000 shares have been designated as Class A convertible
preferred stock). As of November 16, 2000, Sonic had 30,074,938 outstanding
shares of Class A common stock, 12,250,000 outstanding shares of Class B common
stock and 250.5 outstanding shares of Class A convertible preferred stock. In
pending acquisitions, Sonic has agreed to issue approximately $2.0 million in
Class A common stock and $4.6 million in Class A convertible preferred stock
convertible into Class A common stock.

       The following summary description of Sonic's capital stock does not
purport to be complete and is qualified in its entirety by reference to Sonic's
Amended and Restated Certificate of Incorporation (which was filed as an exhibit
to Sonic's Registration Statement on Form S-1 (File No. 333-33295)), Sonic's
amendment to its Amended and Restated Certificate of Incorporation (which is
filed as an exhibit to the registration statement on Form S-3 (File No.
333-82615)), Sonic's Certificate of Designations relating to the Class A
convertible preferred stock (which was filed as an exhibit to Sonic's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998) and to Delaware law.
Reference is made to such exhibits and to Delaware law for a detailed
description of the provisions thereof summarized below.

Preferred Stock

       Class A Convertible Preferred Stock

       Dividends. The preferred stock has no preferential dividends. Rather,
holders of preferred stock are entitled to participate in dividends payable on
the Class A common stock on an "as-if-converted" basis.

       Voting Rights. Each share of preferred stock entitles its holder to a
number of votes equal to that number of shares of Class A common stock into
which it could be converted as of the record date for the vote.

       Liquidation Rights. The preferred stock has a liquidation preference of
$1,000 per share.

       Conversion Rights. Each share of preferred stock is convertible into
shares of Class A common stock at the holder's option at specified conversion
rates. After the second anniversary of the date of issuance, any shares of
preferred stock that have not been converted are subject to mandatory conversion
to Class A common stock at the option of Sonic. No fractional shares of Class A
common stock will be issued upon conversion of any shares of preferred stock.
Instead, Sonic will pay cash equal to the value of such fractional share.

       Generally, each share of preferred stock is convertible into that number
of shares of Class A common stock that has an aggregate Market Price at the time
of conversion equal to $1,000 (with certain adjustments for the Series II and
Series III preferred stock). Conversion of Series II preferred stock is subject
to certain adjustments that have the effect of limiting increases and decreases
in the value of the Class A common stock receivable upon conversion by 10% of
the original value of the shares of Series II preferred stock. Conversion of
Series III preferred stock is subject to certain adjustments that have the
effect of limiting increases in the value of Class A common stock receivable
upon conversion by 10% of the original value of the shares of Series III
preferred stock. "Market Price" is defined as the average closing price per
share of Class A common stock on the New York Stock Exchange for the 20 trading
days immediately preceding the date of conversion. If the Class A common stock
is no longer listed on the New York Stock Exchange, then the Market Price will
be determined on the basis of prices reported on the principal exchange on which
the Class A common stock is listed, or if not so listed, prices furnished by
NASDAQ. If the Class A common stock is not listed on an exchange or reported on
by NASDAQ, then the Market Price will be determined by Sonic's board of
directors.

       Before the first anniversary of the date of issuance of preferred stock,
each holder of preferred stock is unable to convert without first giving Sonic
10 business days' notice and an opportunity to redeem such preferred stock at
the then applicable redemption price.

       Redemption. The preferred stock is redeemable at Sonic's option at any
time after the date of issuance. The redemption price for the Series I preferred
stock is $1,000 per share. The redemption price for the Series II preferred
stock and the Series III preferred stock is as follows: (a) prior to the second
anniversary of the date of issuance, the redemption price is the greater of
$1,000 per share or the aggregate Market Price of the Class A common stock into
which it could be converted at the time of redemption, and (b) after the second
anniversary of the date of issuance, the redemption price is the aggregate
Market Price of the Class A common stock into which it could be converted at the
time of redemption. There is no restriction on Sonic's ability to redeem the
preferred stock while there is an arrearage in payment of dividends on such
preferred stock.

                                       28


       Undesignated Preferred Stock

       As of the date of this prospectus, no shares of preferred stock are
outstanding other than the Class A convertible preferred stock discussed above.
Our board of directors may authorize the issuance of preferred stock in one or
more series from our undesignated preferred stock or our Class A convertible
preferred stock and, with respect to presently undesignated preferred stock, may
determine, with respect to any series, the designations, powers, preferences and
rights of that series, and the qualifications, limitations and restrictions of
that series, including:

       o  the designation of the series;

       o  the number of shares of the series, which number may thereafter be
          increased or decreased by our board of directors (but not below the
          number of shares of that series then outstanding);

       o  whether dividends, if any, will be cumulative or noncumulative and the
          dividend rate of the series;

       o  the conditions under which and the dates upon which dividends will be
          payable, and the relation which those dividends will bear to the
          dividends payable on any other class or classes of stock;

       o  the redemption rights and price or prices, if any, for shares of the
          series;

       o  the terms and amounts of any sinking fund provided for the purchase or
          redemption of shares of the series;

       o  the amounts payable on and the preferences of shares of the series, in
          the event of any voluntary or involuntary liquidation, dissolution or
          winding up of the affairs of our company;

       o  whether the shares of the series will be convertible into shares of
          any other class or series, or any other security, of our company or
          any other corporation, and, if so, the specification of that other
          class or series or that other security, the conversion price or prices
          or rate or rates, that adjustments to that price or those prices or
          that rate or those rates, the date or dates as of which those shares
          will be convertible and all other terms and conditions upon which the
          conversion may be made;

       o  restrictions on the issuance of shares of the same series or of any
          other class or series; and

       o  the voting rights, if any, of the holders of shares of that series.

       The prospectus supplement will specify any terms of any series of
preferred stock offered by it. The description of the terms of the preferred
stock to be set forth in an applicable prospectus supplement will not be
complete and will be subject to and qualified in its entirety by reference to
the statement of resolution relating to the applicable series of preferred
stock. The registration statement of which this prospectus forms a part will
include the statement of resolution as an exhibit or incorporate it by
reference.

       We believe that the ability of our board of directors to issue one or
more series of preferred stock from our undesignated preferred stock will
provide us with flexibility in structuring possible future financings and
acquisitions and in meeting other corporate needs that might arise. Our
authorized shares of preferred stock will be available for issuance without
further action by our stockholders, unless that action is required by applicable
law or the rules of any stock exchange or automated quotation system on which
our securities may be listed or traded. The New York Stock Exchange currently
requires stockholder approval as a prerequisite to listing shares in several
instances, including where the present or potential issuance of shares could
result in an increase in the number of shares of common stock outstanding, or in
the amount of voting securities outstanding, of at least 20%.

       Although our board of directors has no intention at the present time of
doing so, it could issue a series of preferred stock that could, depending on
the terms of that series, impede the completion of a merger, tender offer or
other takeover attempt. Our board of directors may decide to issue those shares
based on its judgment as to the best interests of our company and our
stockholders. Our board of directors, in so acting, could issue preferred stock
having terms that could discourage a potential acquiror from making an
unsolicited and unwanted acquisition attempt through which that acquiror may be
able to change the composition of our board of directors, including a tender
offer or other transaction that some, or a majority, of our stockholders might
believe to be in their best interests or in which stockholders might receive a
premium for their stock over the then current market price of that stock.

Common Stock

       Sonic's Class A common stock and Class B common stock are equal in all
respects except for voting rights, conversion rights of the Class B common stock
and as required by law, as discussed more fully below.

                                       29


       Voting Rights; Conversion of Class B Common Stock to Class A Common Stock

       The voting powers, preferences and relative rights of the Class A common
stock and the Class B common stock are subject to the following provisions.
Holders of Class A common stock have one vote per share on all matters submitted
to a vote of the stockholders of Sonic. Holders of Class B common stock are
entitled to 10 votes per share except as described below. Holders of all classes
of common stock entitled to vote will vote together as a single class on all
matters presented to the stockholders for their vote or approval except as
otherwise required by Delaware law. There is no cumulative voting with respect
to the election of directors.

       In the event any shares of Class B common stock held by a member of the
Smith Group (as defined below) are transferred outside of the Smith Group, such
shares will automatically be converted into shares of Class A common stock. In
addition, if the total number of shares of common stock held by members of the
Smith Group is less than 15% of the total number of shares of common stock
outstanding, all of the outstanding shares of Class B common stock automatically
will be reclassified as Class A common stock. In any merger, consolidation or
business combination, the consideration to be received per share by holders of
Class A common stock must be identical to that received by holders of Class B
common stock, except that in any such transaction in which shares of common
stock are distributed, such shares may differ as to voting rights to the extent
that voting rights now differ between our classes of common stock.

       Notwithstanding the foregoing, the holders of Class A common stock and
Class B common stock vote as a single class, with each share of each class
entitled to one vote per share, with respect to any transaction proposed or
approved by the board of directors of Sonic or proposed by or on behalf of
holders of the Class B common stock or as to which any member of the Smith Group
or any affiliate thereof has a material financial interest other than as a then
existing stockholder of Sonic constituting a

       o  "going private" transaction,

       o  sale or other disposition of all or substantially all of Sonic's
          assets,

       o  sale or transfer that would cause the nature of Sonic's business to be
          no longer primarily oriented toward automobile dealership operations
          and related activities, or merger or consolidation of Sonic in which
          the holders of the common stock will own less than 50% of the common
          stock following such transaction.

       A "going private" transaction is defined as any "Rule 13e-3 Transaction,"
as such term is defined in Rule 13e-3 promulgated under the Securities Exchange
Act of 1934. An "affiliate" is defined as (a) any individual or entity who or
that, directly or indirectly, controls, is controlled by, or is under common
control with any member of the Smith Group, (b) any corporation or organization
(other than Sonic or a majority-owned subsidiary of Sonic) of which any member
of the Smith Group is an officer, partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of voting securities, or in which
any member of the Smith Group has a substantial beneficial interest, (c) a
voting trust or similar arrangement pursuant to which any member of the Smith
Group generally controls the vote of the shares of common stock held by or
subject to such trust or arrangement, (d) any other trust or estate in which any
member of the Smith Group has a substantial beneficial interest or as to which
any member of the Smith Group serves as trustee or in a similar fiduciary
capacity or (e) any relative or spouse of any member of the Smith Group or any
relative of such spouse, who has the same residence as any member of the Smith
Group.

       As used in this prospectus, the term the "Smith Group" consists of the
following persons:

       o  Mr. Smith and his guardian, conservator, committee, or
          attorney-in-fact;

       o  William S. Egan and his guardian, conservator, committee, or
          attorney-in-fact;

       o  each lineal descendant of Messrs. Smith and Egan (a "Descendant") and
          their respective guardians, conservators, committees or

       o  attorneys-in-fact; and

       o  each "Family Controlled Entity."

       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 least 80% of the
value of its outstanding equity is owned by members of the Smith Group; (c) any
partnership if at least 80% of the value of the partnership interests are owned
by members of the Smith Group; and (d) any limited liability or similar company
if at least 80% of the value of the company is owned by members of the Smith
Group.

       Under Sonic's charter and Delaware law, the holders of Class A common
stock and/or Class B common stock are each entitled to vote

                                       30


as a separate class, as applicable, with respect to any amendment to Sonic's
Certificate that would increase or decrease the aggregate number of authorized
shares of such class, increase or decrease the par value of the shares of such
class, or modify or change the powers, preferences or special rights of the
shares of such class so as to affect such class adversely.

       Dividends

       Holders of the Class A common stock and the Class B common stock are
entitled to receive ratably such dividends, if any, as are declared by our Board
of Directors out of funds legally available for that purpose. An additional
requirement is that dividends paid in shares of Class A common stock shall be
paid only to holders of Class A common stock, and dividends paid in shares of
Class B common stock shall be paid only to holders of Class B common stock.
Sonic's charter provides that if there is any dividend, subdivision, combination
or reclassification of either class of common stock, a proportionate dividend,
subdivision, combination or reclassification of the other class of common stock
must be made at the same time.

       Other Rights

       Stockholders of Sonic have no preemptive or other rights to subscribe for
additional shares. In the event of the liquidation, dissolution or winding up of
Sonic, holders of Class A common stock and Class B common stock are entitled to
share ratably in all assets available for distribution to holders of common
stock after payment in full of creditors. No shares of any class of common stock
are subject to a redemption or a sinking fund.

Delaware Law, Certain Charter and Bylaw Provisions

       Certain provisions of Delaware Law and of Sonic's charter and bylaws,
summarized in the following paragraphs, may be considered to have an
antitakeover effect and may delay, deter or prevent a tender offer, proxy
contest or other takeover attempt that a stockholder might consider to be in
such stockholder's best interest, including such an attempt as might result in
payment of a premium over the market price for shares held by stockholders.

       Delaware Antitakeover Law. Sonic is subject to the provisions of Delaware
law, including Section 203. In general, Section 203 prohibits a public Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which such person became an interested stockholder unless: (a) prior to such
date, the Board of Directors approved either the business combination or the
transaction, which resulted in the stockholder becoming an interested
stockholder; or (b) upon becoming an interested stockholder, the stockholder
then owned at least 85% of the voting stock, as defined in Section 203; or (c)
subsequent to such date, the business combination is approved by both the Board
of Directors and by holders of at least 66 2/3% of the corporation's outstanding
voting stock, excluding shares owned by the interested stockholder. For these
purposes, the term "business combination" includes mergers, asset sales and
other similar transactions with an "interested stockholder." An "interested
stockholder" is a person who, together with affiliates and associates, owns (or,
within the prior three years, did own) 15% or more of the corporation's voting
stock. Although Section 203 permits a corporation to elect not to be governed by
its provisions, Sonic to date has not made this election.

       Classified Board of Directors. Sonic's bylaws provide for the Board of
Directors to be divided into three classes of directors serving staggered
three-year terms. As a result, approximately one-third of the Board of Directors
will be elected each year. Classification of the Board of Directors expands the
time required to change the composition of a majority of directors and may tend
to discourage a takeover bid for Sonic. Moreover, under Delaware law, in the
case of a corporation having a classified board of directors, the stockholders
may remove a director only for cause. This provision, when coupled with the
provision of the bylaws authorizing only the board of directors to fill vacant
directorships, will preclude stockholders of Sonic from removing incumbent
directors without cause, simultaneously gaining control of the Board of
Directors by filing the vacancies with their own nominees.

       Special Meetings of Stockholders. Sonic's bylaws provide that special
meetings of stockholders may be called only by the Chairman or by the Secretary
or any Assistant Secretary at the request in writing of a majority of Sonic's
Board of Directors. Sonic's bylaws also provide that no action required to be
taken or that may be taken at any annual or special meeting of stockholders may
be taken without a meeting; the powers of stockholders to consent in writing,
without a meeting, to the taking of any action is specifically denied. These
provisions may make it more difficult for stockholders to take action opposed by
the Board of Directors.

       Advance Notice Requirements for Stockholder Proposals and Director
Nominations. Sonic's bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual or a special meeting of stockholders, must provide
timely notice thereof in writing. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive office of
Sonic, (a) in the case of an annual meeting that is called for a date that is
within 30 days before or after the anniversary date of the immediately preceding
annual meeting of stockholders, not less than 60 days nor more than 90 days
prior to such anniversary date, and, (b) in the case of an annual meeting that
is called for a date that is not within 30 days before or after the anniversary
date of the immediately preceding annual meeting, or in the case of a special
meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth day following the day on which notice of
the date of the meeting was mailed or public disclosure of the date of the
meeting was made, whichever occurs first. Our bylaws also specify certain
requirements for a

                                       31


stockholder's notice to be in proper written form. These provisions may
preclude some stockholders from bringing matters before the stockholders at an
annual or special meeting or from making nominations for directors at an annual
or special meeting.

       Conflict of Interest Procedures. Sonic's charter contains provisions
providing that transactions between Sonic and its affiliates must be no less
favorable to Sonic than would be available in transactions involving arms'
length dealing with unrelated third parties. Moreover, any such transaction
involving aggregate payments in excess of $500,000 must be approved by a
majority of Sonic's directors and a majority of Sonic's independent directors.
Otherwise, Sonic must obtain an opinion as to the financial fairness of the
transactions to be issued by an investment banking or appraisal firm of national
standing.

Limitation of Liability of Officers and Directors

       Delaware law authorizes corporations to limit or eliminate the personal
liability of officers and directors to corporations and their stockholders for
monetary damages for breach of officers' and directors' fiduciary duty of care.
The duty of care requires that, when acting on behalf of the corporation,
officers and directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
authorized by Delaware law, officers and directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Delaware
law enables corporations to limit available relief to equitable remedies such as
injunction or rescission.

       Our certificate of incorporation limits the liability of our officers and
directors to us and our stockholders to the fullest extent permitted by Delaware
law. Specifically, our officers and directors will not be personally liable for
monetary damages for breach of an officer's or director's fiduciary duty in such
capacity, except for liability

       o  for any breach of the officer's or director's duty of loyalty to us or
          our stockholders,

       o  for acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law,

       o  for unlawful payments of dividends or unlawful stock repurchases or
          redemptions as provided in Section 174 of the Delaware General
          Corporation law, or

       o  for any transaction from which the officer or director derived an
          improper personal benefit.

       The inclusion of this provision in our certificate of incorporation may
reduce the likelihood of derivative litigation against our officers and
directors, and may discourage or deter stockholders or management from bringing
a lawsuit against our officers and directors for breach of their duty of care,
even though such an action, if successful, might have otherwise benefited us and
our stockholders.

       Both our certificate of incorporation and bylaws provide indemnification
to our officers and directors and certain other persons with respect to certain
matters to the maximum extent allowed by Delaware law as it exists now or may
hereafter be amended. These provisions do not alter the liability of officers
and directors under federal securities laws and do not affect the right to sue
(nor to recover monetary damages) under federal securities laws for violations
thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Sonic
pursuant to the foregoing provisions, Sonic has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Transfer Agent and Registrar

       Our transfer agent and registrar of our common stock is First Union
National Bank.

                             DESCRIPTION OF WARRANTS

       We may issue Class A common stock warrants for the purchase of our Class
A common stock. Class A common stock warrants are referred to in this prospectus
as "Warrants." Warrants may be issued independently or together with any Class A
common stock, preferred stock or Debt Securities offered by any prospectus
supplement and may be attached to or separate from the Class A common stock,
preferred stock or Debt Securities.

       Each series of Warrants will be issued under a separate warrant agreement
to be entered into between us and a bank or trust company, as warrant agent. The
warrant agent will act solely as our agent in connection with warrant
certificates evidencing the Warrants. The warrant agent will not assume any
obligation or relationship of agency or trust for or with any holders of warrant
certificates or beneficial owners of Warrants.

                                       32


       The following description summarizes the general terms of the form of
warrant agreements and warrant certificates, which have been filed as exhibits
to the registration statement of which this prospectus forms a part. You should
read the warrant agreement and warrant certificates for provisions summarized
below and others that may be important to you.

General

       The prospectus supplement relating to a particular series of warrants
will include the specific forms of the series, including, where applicable, the
following:

       o  the title of the Warrants;

       o  the offering price;

       o  the currency or currency units in which the purchase price for offered
          Warrants may be payable;

       o  the number of shares of Class A common stock purchasable upon the
          exercise of a Warrant;

       o  the redemption or call provisions, if any, applicable to the Warrants:

       o  the date on and after which the Warrants and the related shares of
          Class A common stock or preferred stock or the related Debt Securities
          will be separately transferable;

       o  the price and currency or currency units at which the shares of Class
          A common stock, as the case may be, may be purchased upon exercise;

       o  the date on which the right to exercise the Warrants begins and the
          date on which the right to exercise expires (the "expiration date");

       o  the minimum and maximum amount of Warrants that may be exercised at
          any one time;

       o  the antidilution provisions of the Warrants, if any;

       o  United States federal income tax consequences applicable to that
          Warrant;

       o  whether the Warrants represented by the warrant certificates will be
          issued in registered or bearer form;

       o  procedures for cashless exercise, if any, for the Warrants; and

       o  any other terms of the Warrants, including terms, procedures and
          limitations relating to exchange and exercise of the Warrants.

Transfers and Exchange

        Warrant certificates may be exchanged for new warrant certificates of
different denominations, may, if in registered form, be presented for
registration of transfer, and may be exercised at the corporate trust office of
the warrant agent. We may specify other offices where these activities may be
conducted in an applicable prospectus supplement. Before the exercise of any
Warrants, holders of the Warrants will not have any of the rights of holders of
Class A common stock, as applicable, purchasable upon exercise. This means
holders of Warrants will not have the right to receive payments of dividends, if
any, on the Class A common stock purchasable upon such exercise or to exercise
any applicable right to vote.

Exercise

        Each Warrant will entitle its holder to purchase the number of shares of
Class A common stock at the exercise price that is set forth in, or calculable
from, the applicable prospectus supplement. Holders will be able to exercise
Warrants at any time up to the time on the expiration date set forth in the
applicable prospectus supplement. After that time, or a later date to which such
expiration date may be extended by us, unexercised Warrants will become void.

        Holders will be able to exercise Warrants by delivering to the warrant
agent at its corporate trust office warrant certificates properly completed and
paying the exercise price. As soon as practicable after such delivery, we will
issue and deliver to the indicated holder the shares of Class A common stock
issuable upon that exercise. If fewer than all of the Warrants represented by a
warrant certificate are exercised, we will issue a new warrant certificate for
the remaining number of Warrants.

                                       33


                        CERTAIN MANUFACTURER RESTRICTIONS

       Under agreements between Sonic and certain manufacturers, Sonic has
agreed to provide the statement provided below:

              No automobile manufacturer or distributor has been involved,
       directly or indirectly, in the preparation of this prospectus or in the
       offering being made hereby. No automobile manufacturer or distributor has
       been authorized to make any statements or representations in connection
       with the offering, and no automobile manufacturer or distributor has any
       responsibility for the accuracy or completeness of this prospectus or for
       the offering.

       Under Sonic's Dealer Agreement with General Motors ("GM"), Sonic has
agreed, among other things, to disclose the following provisions:

              Sonic will deliver to GM copies of all Schedules 13D and 13G, and
       all amendments thereto and terminations thereof, received by Sonic,
       within five days of receipt of such Schedules. If Sonic is aware of any
       ownership of its stock that should have been reported to it on Schedule
       13D but that is not reported in a timely manner, it will promptly give GM
       written notice of such ownership, with any relevant information about the
       owner that Sonic possesses.

              If Sonic, through its board of directors or through shareholder
       action, proposes or if any person, entity or group sends Sonic a Schedule
       13D, or any amendments thereto, disclosing (a) an agreement to acquire or
       the acquisition of aggregate ownership of more than 20% of the voting
       stock of Sonic and (b) Sonic, through its board of directors or through
       shareholder action, proposes or if any plans or proposals which relate to
       or would result in the following: (i) the acquisition by any person of
       more than 20% of the voting stock of Sonic other than for the purposes of
       ordinary passive investment; (ii) an extraordinary corporate transaction,
       such as a material merger, reorganization or liquidation, involving Sonic
       or a sale or transfer of a material amount of assets of Sonic and its
       subsidiaries; (iii) any change which, together with any changes made to
       the board of directors within the preceding year, would result in a
       change in control of the then current board of Sonic; or (iv) in the case
       of an entity that produces motor vehicles or controls or is controlled by
       or is under common control with an entity that either produces motor
       vehicles or is a motor vehicle franchiser, the acquisition by any person,
       entity or group of more than 20% of the voting stock of Sonic and any
       proposal by any such person, entity or group, through the Sonic board of
       directors or shareholders action, to change the board of directors of
       Sonic, then, if such actions in GM's business judgment could have a
       material or adverse effect on its image or reputation in the GM
       dealerships operated by Sonic or be materially incompatible with GM's
       interests (and upon notice of GM's reasons for such judgment), Sonic has
       agreed that it will take one of the remedial actions set forth in the
       next paragraph within 90 days of receiving such Schedule 13D or such
       amendment.

              If Sonic is obligated under the previous paragraph to take
       remedial action, it will (a) transfer to GM or its designee, and GM or
       its designee will acquire the assets, properties or business associated
       with any GM dealership operated by Sonic at fair market value as
       determined in accordance with GM's dealership agreement with Sonic, or
       (b) provide evidence to GM that such person, entity or group no longer
       has such threshold level of ownership interest in Sonic or that the
       actions described in clause (b) of the previous paragraph will not occur.

              Should Sonic or its GM franchisee subsidiary enter into an
       agreement to transfer the assets of the GM franchisee subsidiary to a
       third party, the right of first refusal described in the GM dealer
       agreement shall apply to any such transfer.

                              SELLING STOCKHOLDERS

         The following table sets forth certain information regarding the
beneficial ownership of the shares to be offered hereby by the selling
stockholders as of November 16, 2000, and as adjusted to reflect the sale of the
securities offered hereby by the selling stockholders. Except as otherwise
indicated, to our knowledge, all persons listed below have sole voting and
investment power with respect to their securities, except to the extent that
authority is shared by spouses under applicable law or as otherwise noted below.
The information in the table concerning the selling stockholders who may offer
Class A common stock hereunder from time to time is based on information
provided to us by such stockholders. Information concerning such selling
stockholders may change from time to time and any changes of which we are
advised will be set forth in a prospectus supplement to the extent required. See
"Plan of Distribution." To our knowledge, none of the selling stockholders has
had within the past three years any material relationship with Sonic or any of
its predecessors or affiliates, except as set forth in the footnotes to the
following table.



                                                                             Shares                                    Shares
                                                                          Beneficially          Shares              Beneficially
                                                                         Owned Prior to       to be Sold            Owned After
Name of Selling Stockholder                                               the Offering     In the Offering          the Offering
- ---------------------------                                               ------------     ---------------          ------------
                                                                                                              
TCW Leveraged Income Trust, L.P. (1).............................           177,864             7,247            170,617          *
TCW Shared Opportunity Fund II, L.P. (1).........................            19,734              724              19,010          *
Crescent/Mach I Partners, L.P. (1)...............................            98,675             3,623             95,052          *


                                       34




                                                                            Shares                                    Shares
                                                                          Beneficially          Shares              Beneficially
                                                                         Owned Prior to       to be Sold            Owned After
Name of Selling Stockholder                                               the Offering     In the Offering          the Offering
- ---------------------------                                               ------------     ---------------          ------------
                                                                                                              
T
TCW/Crescent Mezzanine Partners, L.P. (1)........................           948,460             34,831           913,629          *
TCW/Crescent Mezzanine Trust (1).................................           288,643             10,595           278,048          *
TCW/Crescent Mezzanine Investment Partners, L.P. (1).............            25,956              956              25,000          *

- ----------
* Represents less than 1% of the outstanding Class A common stock.
(1)      Except as otherwise noted below, these selling stockholders agreed not
         to offer, sell or otherwise dispose of, or contract to sell or dispose
         of, all shares shown as beneficially owned, as follows: (A) as to 15%
         of the shares indicated, until June 7, 2000 and (B) as to the remaining
         shares indicated, until December 10, 2000. Beginning on March 9, 2000,
         the TCW affiliated selling stockholders were entitled to sell as a
         group, without accumulation of amounts previously unsold, up to 7,500
         shares per day from 419,530 of the total shares held by such group. The
         shares to be sold in the offering were issued to these stockholders and
         are now being registered pursuant to a price protection provision in
         the Agreement and Plan of Merger and Reorganization dated as of October
         31, 1999, among Sonic Automotive, Inc., FAA Acquisition Corp.,
         FirstAmerica Automotive, Inc. and certain of the stockholders of
         FirstAmerica Automotive, Inc.

                              PLAN OF DISTRIBUTION

       We may sell securities pursuant to this prospectus (a) through
underwriters or dealers; (b) through agents; or (c) directly to one or more
purchasers, including existing stockholders in a rights offering.

       The selling stockholders may sell or distribute some or all of their
shares from time to time through dealers or brokers or other agents or directly
to one or more purchasers, including pledges, in a variety of ways, including:

       o  transactions, which may involve crosses and block transactions, on the
          New York Stock Exchange or other exchanges on which the Class A common
          stock may be listed for trading;

       o  privately negotiated transactions, including sales pursuant to
          pledges;

       o  in the over-the-counter market;

       o  in brokerage transactions; or

       o  in a combination of these types of transactions.

        These transactions may be effected by the selling stockholders at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices, which may be changed.
This prospectus also may be used, with Sonic's consent, by donees of the selling
stockholders, or by other persons, including pledgees, acquiring the shares from
the selling stockholders and who wish to offer and sell their shares under
circumstances requiring or making desirable its use. To the extent required,
Sonic will file, during any period in which offers or sales are being made, one
or more supplements to this prospectus to set forth the names of donees or
pledgees of selling stockholders and any other material information with respect
to the plan of distribution not previously disclosed.

By Underwriters

        If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. Unless indicated in the prospectus supplement the
underwriters must purchase all the securities of the series offered by a
prospectus supplement if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time. The underwriters may, from time to
time, effect transactions that stabilize or maintain the market price of the
securities at a level above that which might otherwise prevail in the open
market, such stabilizing activities, if commenced, may be discontinued at any
time.

By Agents

        Securities may also be sold through agents. Unless indicated in the
prospectus supplement, any such agent is acting on a best efforts basis for the
period of its appointment.

Direct Sales; Rights Offerings

        Securities may also be sold directly by us or the selling stockholders.
In this case, no underwriters or agents would be involved. We or the selling
stockholders may sell offered securities upon the exercise of rights that may be
issued to our security holders.

                                       35


Delayed Delivery Arrangements

        We or the selling stockholders may authorize agents, underwriters or
dealers to solicit offers by certain institutional investors to purchase offered
securities providing for payment and delivery on a future date specified in the
prospectus supplement. Institutional investors to which such offers may be made,
when authorized, include commercial and savings banks, insurance companies,
pension funds, investment companies, education and charitable institutions and
other institutions. The obligations of any such purchasers under such delayed
delivery and payment arrangements will be subject to the condition that the
purchase of the offered securities will not at the time of delivery be
prohibited under applicable law. The underwriters and such agents will not have
any responsibility with respect to the validity or performance of such
contracts.

General Information

        Underwriters, brokers, dealers and agents that participate in the
distribution of offered securities may be underwriters as defined in the
Securities Act, and any discounts, concessions or commissions received by them
from us or the selling stockholders and any profit on the resale of the offered
securities by them may be treated as underwriting discounts and commissions
under the Securities Act. Any underwriters or agents will be identified and
their compensation described in a prospectus supplement. Neither Sonic nor the
selling stockholders can presently estimate the amount of such compensation.
Sonic knows of no existing arrangements between any selling stockholder and any
other selling stockholder, broker, dealer or other agent relating to the sale or
distribution of the shares.

        Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the selling stockholders' shares may
not simultaneously engage in market activities with respect to the Class A
common stock for the applicable period under Regulation M prior to the
commencement of such distribution. In addition and without limiting the
foregoing, the selling stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including without
limitation Rule 10b-5 and Regulation M, which provisions may limit the timing of
purchases and sales of any of the shares by the selling stockholders. All of the
foregoing may affect the marketability of the Class A common stock.

        Sonic will pay substantially all of the expenses incident to the
offering of the shares by the selling stockholders to the public other than
commissions, concessions and discounts of brokers, dealers or other agents. We
or the selling stockholders may have agreements with the underwriters, brokers,
dealers and agents to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, or to contribute with respect to
payments that the underwriters, brokers, dealers or agents may be required to
make. Sonic may agree to indemnify the selling stockholders and any such
statutory "underwriters" and controlling persons of such "underwriters" against
certain liabilities, including certain liabilities under the Securities Act.

        Underwriters, brokers, dealers and agents may engage in transactions
with, or perform services for, us or our subsidiaries in the ordinary course of
their businesses. In order to comply with certain states' securities laws, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers.

                                  LEGAL MATTERS

        The validity of the securities issuable under this prospectus will be
passed upon for Sonic by Parker, Poe, Adams & Bernstein L.L.P., Charlotte, North
Carolina.

                                     EXPERTS

        The consolidated financial statements of Sonic Automotive, Inc. and
Subsidiaries, the combined financial statements of Williams Automotive Group,
the financial statements of Economy Cars, Inc., the financial statements of
Global Imports, Inc., the combined financial statements of Newsome Automotive
Group, the combined financial statements of Lloyd Automotive Group, the
financial statements of Lute Riley Motors, Inc., the combined financial
statements of Certain Dealerships, Assets and Liabilities of Lucas Dealership
Group, Inc., the combined financial statements of Manhattan Automotive Group and
the financial statements of Freeland Automotive, incorporated by reference in
this prospectus and elsewhere in the registration statement, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports,
which are incorporated by reference herein and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.

        The consolidated financial statements of FirstAmerica Automotive, Inc.
and Subsidiaries incorporated by reference in this prospectus and elsewhere in
the registration statement, have been audited by KPMG LLP, independent auditors,
as stated in their reports, which are incorporated by reference herein and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

                                       36


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

        Except for the SEC Registration Fee, the following table sets forth the
estimated expenses in connection with the distribution of the securities covered
by this Registration Statement. All of the expenses will be borne by Sonic
except as otherwise indicated.

    SEC Registration fee...........................................    $ 79,330
    Fees and expenses of accountants...............................    $175,000
    Fees and expenses of legal counsel.............................    $225,000
    Fees and expenses of Trustee ..................................    $ 25,000
    Printing and engraving expenses................................    $ 80,000
    Miscellaneous..................................................    $ 50,000
                                                                       --------

    Total..........................................................    $634,330
                                                                       ========

Item 15. Indemnification of Directors and Officers.

       Sonic's Bylaws effectively provide that Sonic shall, to the full extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 145"), indemnify all persons
whom it may indemnify pursuant thereto. In addition, Sonic's Certificate of
Incorporation eliminates personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 102(b)(7)").

       Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
actions, suit or proceeding brought by a third party if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit and only with respect to a matter
as to which they shall have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the corporation, except
that no indemnification shall be made if such person shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine upon application that the
defendant officers or directors are reasonably entitled to indemnity for such
expenses despite such adjudication of liability.

       Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective. Sonic maintains insurance against liabilities under the
Securities Act for the benefit of its officers and directors.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officer or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.


Item 16. Exhibits.

        The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of Sonic under the Securities Act or the Exchange Act as indicated in
parenthesis:

  Exhibit No.                          Description
  -----------                          -----------

   1.1*        Form of Underwriting Agreement (for equity securities).
   1.2*        Form of Underwriting Agreement (for debt securities).
   1.3*        Form of Selling Agency Agreement.
   4.1***      Amended and Restated Certificate of Incorporation of Sonic
               (incorporated by reference to Exhibit 3.1 to Sonic's Registration
               Statement on Form S-1 (Reg. No. 333-33295) (the "Form S-1").

                                      II-1



   4.2***      Certificate of Amendment to Sonic's Amended and Restated
               Certificate of Incorporation effective June 18, 1999
               (incorporated by reference to Exhibit 3.2 to Sonic's December 31,
               1999 Form 10-K).
   4.3***      Certificate of Designation, Preferences and Rights of Class A
               Convertible Preferred Stock (incorporated by reference to Exhibit
               4.1 to Sonic's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1998).
   4.4***      Bylaws of Sonic (incorporated by reference to Exhibit 3.2 to the
               Form S-1).
   4.5***      Specimen Certificate representing Class A common stock
               (incorporated by reference to Exhibit 4.1 to the Form S-1).
   4.6****     Form of Senior Indenture.
   4.7****     Form of Subordinated Indenture.
   4.8****     Form of Senior Debt Securities (included in Exhibit 4.6).
   4.9****     Form of Subordinated Debt Securities (included in Exhibit 4.7).
   4.10***     Agreement and Plan of Merger and Reorganization dated as of
               October 31, 1999 by and among Sonic, FAA Acquisition Corp.,
               FirstAmerica Automotive, Inc. and certain stockholders of
               FirstAmerica Automotive, Inc. listed on the signature pages
               therein (incorporated by reference to Exhibit 10.8 to Sonic's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1999).
   4.11***     Letter Agreement dated June 20, 2000 among Sonic, TCW Leveraged
               Income Tract LP, TCW Shared Opportunity Fund II, LP,
               Crescent/Mach I Partners, LP, TCW/Crescent Mezzanine Partners,
               LP, TCW/Crescent Mezzanine Trust and TCW/Crescent Mezzanine
               Investment Partners, LP.
   5.1****     Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the
               legality of the securities being registered.
   12.1***     Computation of Ratio of Earnings to Fixed Charges.
   23.1****    Consent of Deloitte & Touche LLP.
   23.2****    Consent of KPMG, LLP.
   23.3****    Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in
               Exhibit 5.1).
   24.1***     Powers of Attorney (included in Signature Pages of Registration
               Statement).
   25.1**      Form T-1 Statement of Eligibility Under Trust Indenture Act of
               1939 of Trustee.


*      To be filed as an exhibit to a Current Report on Form 8-K filed by Sonic,
       from time to time as an underwritten issuance of such securities is
       contemplated.
**     To be filed in accordance with the requirements of Section 305(b)(2) of
       the Trust Indenture Act and Rule 5b-3 promulgated thereunder.
***    Filed previously.
****   Filed herewith.


Item 17.  Undertakings

       (a) The registrants hereby undertake:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this registration statement.
                  Notwithstanding the foregoing, any increase or decrease in the
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in this registration
                  statement or any material change to such information in the
                  registration statement;

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(i) and (a)(ii) above do not apply if the
                  registration statement is on Form S-3, Form S-8 or Form F-3,
                  and the information required to be included in a post-
                  effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and
                  Exchange Commission by Sonic pursuant to Section 13 or Section
                  15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold

                                      II-2


               at the termination of the offering.

      (b) The registrants hereby undertake that, for purposes of determining any
      liability under the Securities Act of 1933, each filing of Sonic's annual
      report pursuant to Section 13(a) or Section 15(d) of the Securities
      Exchange Act of 1934 that is incorporated by reference in this
      registration statement shall be deemed to be a new registration statement
      relating to the securities offered therein, and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the registrants pursuant to the foregoing
      provisions, or otherwise, the registrants have been advised that in the
      opinion of the Securities and Exchange Commission such indemnification is
      against public policy as expressed in the Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by a registrant of expenses incurred
      or paid by a director, officer or controlling person of the registrant in
      the successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the registrants will, unless in the opinion
      of their counsel the matter has been settled by controlling precedent,
      submit to a court of appropriate jurisdiction the question whether such
      indemnification by them is against public policy as expressed in the Act
      and will be governed by the final adjudication of such issue.

      (d) The registrants hereby undertake that:

          (1)  For purposes of determining any liability under the Securities
               Act of 1933, the information omitted from the form of prospectus
               filed as part of a registration statement in reliance upon Rule
               430A and contained in a form of prospectus filed by the
               registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the
               Securities Act of 1933 shall be deemed to be part of this
               registration statement as of the time it was declared effective.

          (2)  For the purpose of determining any liability under the Securities
               Act of 1933, each post-effective amendment that contains a form
               of prospectus shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

      (e) The registrants hereby undertake to file an application for the
      purpose of determining the eligibility of the trustee to act under
      subsection (a) of Section 310 of the Trust Indenture Act ("TIA") in
      accordance with the rules and regulations prescribed by the Commission
      under Section 305(6)(2) of the TIA.

                                      II-3



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sonic
Automotive, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                       SONIC AUTOMOTIVE, INC.


                                       By:   /s/ Theodore M. Wright
                                          --------------------------------------
                                       Theodore M. Wright
                                       Chief Financial Officer,
                                       Vice President and Treasurer

        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                            Title                            Date
                   ---------                                            -----                            ----
                                                                                                   

                       *                            Chairman, Chief Executive Officer              December 11, 2000
- --------------------------------------------------  (Principal Executive Officer) and
   O. Bruton Smith                                  Director


                       *                            Vice Chairman and Director                     December 11, 2000
- ----------------------------------------------------
   Thomas A. Price

                       *                            President, Chief Operating Officer and         December 11, 2000
- ----------------------------------------------------Director
   B. Scott Smith

/s/ Theodore M. Wright                              Chief Financial Officer (Principal             December 11, 2000
- ----------------------------------------------------Financial and Accounting Officer),
    Theodore M. Wright                              Vice President, Treasurer and Director


                       *                            Executive Vice President of Retail             December 11, 2000
- ----------------------------------------------------Operations and Director
   Jeffrey C. Rachor

                       *                            Director                                       December 11, 2000
- ----------------------------------------------------
   William R. Brooks

                       *                            Director                                       December 11, 2000
- ----------------------------------------------------
   William P. Benton

                       *                            Director                                       December 11, 2000
- ----------------------------------------------------
   William I. Belk

                       *                            Director                                       December 11, 2000
- ----------------------------------------------------
   H. Robert Heller


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                      II-4


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                         AUTOBAHN, INC.
                         CAPITOL CHEVROLET AND IMPORTS, INC.
                         COBB PONTIAC CADILLAC, INC.
                         FA SERVICE CORPORATION
                         FAA AUTO FACTORY, INC.
                         FAA BEVERLY HILLS, INC.
                         FAA CAPITOL N, INC.
                         FAA CONCORD H, INC.
                         FAA CONCORD N, INC.
                         FAA DUBLIN N, INC.
                         FAA DUBLIN VWD, INC.
                         FAA HOLDING CORP.
                         FAA MARIN D, INC.
                         FAA MARIN F, INC.
                         FAA MARIN LR, INC.
                         FAA POWAY D, INC.
                         FAA POWAY G, INC.
                         FAA POWAY H, INC.
                         FAA SANTA MONICA V, INC.
                         FAA SERRAMONTE H, INC.
                         FAA SERRAMONTE, INC.
                         FAA STEVENS CREEK, INC.
                         FAA TORRANCE CPJ, INC.
                         FAA WOODLAND HILLS VW, INC.
                         FORT MILL CHRYSLER-PLYMOUTH-DODGE, INC.
                         FORT MILL FORD, INC.
                         FRANCISCAN MOTORS, INC.
                         FRONTIER OLDSMOBILE-CADILLAC, INC.
                         HMC FINANCE ALABAMA, INC.
                         KRAMER MOTORS INCORPORATED
                         L DEALERSHIP GROUP, INC.
                         MARCUS DAVID CORPORATION
                         RIVERSIDE NISSAN, INC.
                         ROYAL MOTOR COMPANY, INC.
                         SANTA CLARA IMPORTED CARS, INC.
                         SMART NISSAN, INC.
                         SONIC AUTOMOTIVE-1400 AUTOMALL DRIVE, COLUMBUS, INC.
                         SONIC AUTOMOTIVE-1455 AUTOMALL DRIVE, COLUMBUS, INC.
                         SONIC AUTOMOTIVE-1495 AUTOMALL DRIVE, COLUMBUS, INC.
                         SONIC AUTOMOTIVE-1500 AUTOMALL DRIVE, COLUMBUS, INC.
                         SONIC AUTOMOTIVE-2424 LAURENS RD., GREENVILLE, INC.
                         SONIC AUTOMOTIVE-2752 LAURENS RD., GREENVILLE, INC.
                         SONIC AUTOMOTIVE-3700 WEST BROAD STREET, COLUMBUS, INC.
                         SONIC AUTOMOTIVE-4000 WEST BROAD STREET, COLUMBUS, INC.
                         SONIC-CLASSIC DODGE, INC.
                         SONIC-GLOVER, INC.
                         SONIC-MANHATTAN FAIRFAX, INC.
                         SONIC-MANHATTAN WALDORF, INC.
                         SONIC-MONTGOMERY FLM, INC.
                         SONIC-NEWSOME CHEVROLET WORLD, INC.
                         SONIC-NEWSOME OF FLORENCE, INC.
                         SONIC-NORTH CHARLESTON, INC.
                         SONIC-NORTH CHARLESTON DODGE, INC.
                         SONIC-RIVERSIDE, INC.

                                      II-5


                         SONIC-RIVERSIDE AUTO FACTORY, INC.
                         SONIC-ROCKVILLE IMPORTS, INC.
                         SONIC-ROCKVILLE MOTORS, INC.
                         SONIC-STEVENS CREEK B, INC.
                         SONIC-WILLIAMS BUICK, INC.
                         SONIC-WILLIAMS CADILLAC, INC.
                         SONIC-WILLIAMS IMPORTS, INC.
                         SPEEDWAY CHEVROLET, INC.
                         STEVENS CREEK CADILLAC, INC.
                         TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP OF ROCK
                             HILL, INC.
                         TOWN AND COUNTRY FORD, INCORPORATED
                         TRANSCAR LEASING, INC.
                         VILLAGE IMPORTED CARS, INC.
                         WINDWARD, INC.

                         By                             *
                                    ------------------------------------------
                                                B. Scott Smith
                                                Vice President

        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                      Signature                                      Title                              Date
                      ---------                                      -----                              ----
                                                                                                      

                           *                          President and Director (Principal              December 11, 2000
- ------------------------------------------------------Executive Officer)
   O. Bruton Smith

                           *                          Vice President and Director                    December 11, 2000
- ------------------------------------------------------
   B. Scott Smith

/s/Theodore M. Wright                                 Vice President and Treasurer and               December 11, 2000
- ------------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                                 Accounting Officer)


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                      II-6


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                           FAA CONCORD T, INC.
                                           FAA POWAY T, INC.
                                           FAA SAN BRUNO, INC.
                                           FAA SERRAMONTE L, INC.

                                           By:            *
                                              ----------------------------------
                                                    B. Scott Smith
                                                    Vice President

        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                    Signature                                           Title                            Date
                    ---------                                           -----                            ----
                                                                                                   

                          *                           President and Director (Principal           December 11, 2000
- ------------------------------------------------------Executive Officer)
   O. Bruton Smith

                          *                           Vice President and Director                 December 11, 2000
- ------------------------------------------------------
   B. Scott Smith

   /s/ Theodore M. Wright                             Vice President and Treasurer and            December 11, 2000
- ------------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                                 Accounting Officer)


                          *                           Vice President and Director                 December 11, 2000
- ------------------------------------------------------
   Thomas A. Price

*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                      II-7


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                   FAA LAS VEGAS H, INC.


                                   By:            *
                                      -----------------------------------------
                                            B. Scott Smith
                                            Vice President


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                            Title                               Date
                   ---------                                            -----                               ----
                                                                                                      
                       *                             Chairman and Chief Executive Officer              December 11, 2000
- -----------------------------------------------------and Director (Principal Executive
   O. Bruton Smith                                   Officer)


   /s/ Theodore M. Wright                           Vice President and Treasurer and                   December 11, 2000
- ----------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                               Accounting Officer)


                        *                           Director                                           December 11, 2000
- ----------------------------------------------------
   David Plummer

*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                      II-8


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                    FIRSTAMERICA AUTOMOTIVE, INC.


                                    By:                    *
                                       -----------------------------------------
                                             B. Scott Smith
                                             Vice President


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                     Signature                                        Title                               Date
                     ---------                                        -----                               ----
                                                                                                    

                         *                           Chairman and Chief Executive Officer           December 11, 2000
- -----------------------------------------------------and Director (Principal Executive
   O. Bruton Smith                                   Officer)

                         *                           Vice President and Director                    December 11, 2000
- -----------------------------------------------------
   B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer and               December 11, 2000
- -----------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                                Accounting Officer)


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                      II-9


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                          FREEDOM FORD, INC.
                          SONIC AUTOMOTIVE - BONDESEN, INC.
                          SONIC AUTOMOTIVE - CLEARWATER, INC.
                          SONIC AUTOMOTIVE COLLISION CENTER OF CLEARWATER, INC.
                          SONIC AUTOMOTIVE - 1307 N. DIXIE HWY., NSB, INC.
                          SONIC AUTOMOTIVE - 1720 MASON AVE., DB, INC.
                          SONIC AUTOMOTIVE - 1919 N. DIXIE HWY., NSB, INC.
                          SONIC AUTOMOTIVE - 21699 U.S. HWY 19 N., INC.
                          SONIC AUTOMOTIVE - 241 RIDGEWOOD AVE., HH, INC.
                          SONIC AUTOMOTIVE - 6008 N. DALE MABRY, FL, INC.
                          SONIC - FM, INC.
                          SONIC - FM NISSAN, INC.
                          SONIC - FM VW, INC.
                          SONIC - FREELAND, INC.
                          SONIC - LLOYD NISSAN, INC.
                          SONIC - LLOYD PONTIAC-CADILLAC, INC.
                          SONIC - SHOTTENKIRK, INC.


                         By:               *
                            -------------------------------------------
                                    B. Scott Smith
                                    President

        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                    Signature                                               Title                         Date
                    ---------                                               -----                         ----
                                                                                                    

                        *                             President and Director (Principal              December 11, 2000
- ------------------------------------------------------Executive Officer)
   B. Scott Smith

   /s/ Theodore M. Wright                             Vice President and Treasurer and               December 11, 2000
- ------------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                                 Accounting Officer)

                        *                             Director                                       December 11, 2000
- ------------------------------------------------------
   O. Bruton Smith

*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)


                                     II-10


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                  SONIC AUTOMOTIVE OF GEORGIA, INC.


                                  By:                  *
                                     -----------------------------------------
                                           B. Scott Smith
                                           Vice President


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                               Title                            Date
                   ---------                                               -----                            ----
                                                                                                      

                       *                           President (Principal Executive Officer)            December 11, 2000
- ---------------------------------------------------
   O. Bruton Smith

                       *                           Vice President and Director                        December 11, 2000
- ---------------------------------------------------
   B. Scott Smith

   /s/ Theodore M. Wright                          Vice President and Treasurer and                   December 11, 2000
- ---------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                              Accounting Officer)

                       *                           Director                                           December 11, 2000
- ---------------------------------------------------
   Peggy McFarland

*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)




                                     II-11


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                 SONIC AUTOMOTIVE OF NEVADA, INC.


                                 By              *
                                    ----------------------------------
                                          B. Scott Smith
                                          President


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                                Title                        Date
                   ---------                                                -----                        ----
                                                                                                   
                       *                             Chief Executive Officer and Director          December 11, 2000
- -----------------------------------------------------(Principal Executive Officer)
   O. Bruton Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer and              December 11, 2000
- -----------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                                Accounting Officer)

                       *                             Director                                      December 11, 2000
- -----------------------------------------------------
   David Plummer

*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)




                                     II-12


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                 SONIC AUTOMOTIVE OF TENNESSEE, INC.
                                 SONIC AUTOMOTIVE - 3741 S. NOVA RD., PO, INC.


                                 By              *
                                   -----------------------------------
                                         B. Scott Smith
                                         President


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                    Signature                                               Title                         Date
                    ---------                                               -----                         ----
                                                                                                    

                        *                             President and Director (Principal             December 11, 2000
- ------------------------------------------------------Executive Officer)
   B. Scott Smith

   /s/ Theodore M. Wright                             Vice President and Treasurer and              December 11, 2000
- ------------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                                 Accounting Officer)

                        *                             Director                                      December 11, 2000
- ------------------------------------------------------
   Jeffrey C. Rachor

*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                     II-13


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                        SONIC OF TEXAS, INC.


                                        By              *
                                          -----------------------------------
                                                 B. Scott Smith
                                                 Vice President


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                               Title                           Date
                   ---------                                               -----                           ----
                                                                                                     

                       *                           President (Principal Executive Officer)         December 11, 2000
- ---------------------------------------------------
   O. Bruton Smith

                       *                           Vice President and Director                     December 11, 2000
- ---------------------------------------------------
   B. Scott Smith

   /s/ Theodore M. Wright                          Vice President and Treasurer and                December 11, 2000
- ---------------------------------------------------Director (Principal Financial and
   Theodore M. Wright                              Accounting Officer)

                       *                           Director                                        December 11, 2000
- ---------------------------------------------------
   Brian D. Reicks

*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)




                                     II-14


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                      SONIC AUTOMOTIVE OF CHATTANOOGA, LLC
                      SONIC AUTOMOTIVE OF NASHVILLE, LLC
                      SONIC AUTOMOTIVE - 2490 SOUTH LEE HIGHWAY, LLC
                      SONIC AUTOMOTIVE - 6025 INTERNATIONAL DRIVE, LLC
                      SONIC - 2185 CHAPMAN RD., CHATTANOOGA, LLC
                      SONIC-SUPERIOR OLDSMOBILE, LLC
                      TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP, LLC
                      TOWN AND COUNTRY DODGE OF CHATTANOOGA, LLC
                      TOWN AND COUNTRY FORD OF CLEVELAND, LLC
                      TOWN AND COUNTRY JAGUAR, LLC


                              By:                 *
                                 ----------------------------------------------
                                     B. Scott Smith
                                     Vice President and Governor


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                               Title                           Date
                   ---------                                               -----                           ----
                                                                                                     

                       *                             President (Principal Executive Officer)        December 11, 2000
- -----------------------------------------------------
     O. Bruton Smith

                       *                             Vice President and Governor                    December 11, 2000
- -----------------------------------------------------
    B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer and               December 11, 2000
- -----------------------------------------------------Governor (Principal Financial and
    Theodore M. Wright                               Accounting Officer)

                       *                             Governor                                       December 11, 2000
- -----------------------------------------------------
    Jeffrey C. Rachor


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                     II-15


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                                 SONIC AUTOMOTIVE - 1720 MASON AVE., DB, LLC


                                 By:             *
                                    ----------------------------------
                                          B. Scott Smith
                                          President and Manager


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                    Signature                                               Title                        Date
                    ---------                                               -----                        ----
                                                                                                   

                        *                            President and Manager (Principal               December 11, 2000
- -----------------------------------------------------Executive Officer)
     B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer and               December 11, 2000
- -----------------------------------------------------Manager (Principal Financial and
     Theodore M. Wright                              Accounting Officer)


                        *                            Manager                                        December 11, 2000
- -----------------------------------------------------
     O. Bruton Smith


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)






                                     II-16






                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                            SONIC AUTOMOTIVE - 9103 E. INDEPENDENCE, NC, LLC
                            SONIC CHRYSLER-PLYMOUTH-JEEP, LLC
                            SONIC DODGE, LLC
                            SONIC-FITZGERALD CHEVROLET, LLC
                            SONIC-WILLIAMS MOTORS, LLC
                            SRE HOLDING, LLC
                            SRE ALABAMA-2, LLC
                            SRE ALABAMA-3, LLC
                            SREALESTATE ARIZONA-1, LLC
                            SREALESTATE ARIZONA-2, LLC
                            SREALESTATE ARIZONA-3, LLC
                            SREALESTATE ARIZONA-4, LLC
                            SRE SOUTH CAROLINA-1, LLC
                            SRE SOUTH CAROLINA-2, LLC
                            SRE TENNESSEE-1, LLC
                            SRE TENNESSEE-2, LLC
                            SRE TENNESSEE-3, LLC
                            SRE VIRGINIA-1, LLC

                             By:                   *
                                ----------------------------------------------
                                    B. Scott Smith
                                    Vice President and Manager


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities on the dates indicated.



                    Signature                                               Title                       Date

                                                                                                   
                        *                            President and Manager (Principal               December 11, 2000
- -----------------------------------------------------Executive Officer)
     O. Bruton Smith

                        *                            Vice President and Manager                     December 11, 2000
- -----------------------------------------------------
     B. Scott Smith

   /s/ Theodore M. Wright                            President and Treasurer and Vice               December 11, 2000
- -----------------------------------------------------Manager (Principal Financial and
       Theodore M. Wright                            Accounting Officer)



*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)

                                     II-17





                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                            SONIC - LAS VEGAS C EAST, LLC
                            SONIC - LAS VEGAS C WEST, LLC


                            By:                       *
                               -------------------------------------------------
                                       O. Bruton Smith
                                       Principal Executive Officer and
                                       Manager


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities on the dates indicated.



                    Signature                                               Title                         Date

                                                                                                   
                       *                             Chief Executive Officer and Manager            December 11, 2000
- -----------------------------------------------------(Principal Executive Officer)
    O. Bruton Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer and               December 11, 2000
- -----------------------------------------------------Manager (Principal Financial and
   Theodore M. Wright                                Accounting Officer)


                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   Jeffrey C. Rachor


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)


                                     II-18





                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                           SONIC - FM AUTOMOTIVE, LLC


                           By:                   *
                              ------------------------------------------------
                                    B. Scott Smith
                                    President and Manager


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                     Signature                                               Title                        Date

                                                                                                   

                       *                             President and Manager                          December 11, 2000
- -----------------------------------------------------(Principal Executive Officer)
   B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer                   December 11, 2000
- -----------------------------------------------------and Manager (Principal Financial
   Theodore M. Wright                                and Accounting Officer)


                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   O. Bruton Smith


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                     II-19





                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                             SONIC AUTOMOTIVE
                             5260 PEACHTREE INDUSTRIAL BLVD., LLC


                             By:                   *
                                ------------------------------------------------
                                      B. Scott Smith
                                      Vice President and Governor


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                    Signature                                               Title                       Date

                                                                                                   
                       *                             President and Governor                         December 11, 2000
- -----------------------------------------------------(Principal Executive Officer)
   O. Bruton Smith

                       *                             Vice President and Governor                    December 11, 2000
- -----------------------------------------------------
   B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer                   December 11, 2000
- -----------------------------------------------------and Governor (Principal Financial and
    Theodore M. Wright                               Accounting Officer)



*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)




                                     II-20






                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                            SONIC AUTOMOTIVE --
                            5585 PEACHTREE INDUSTRIAL BLVD., LLC


                            By:                  *
                               ------------------------------------------------
                                     B. Scott Smith
                                     Vice President and Governor


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.




                    Signature                                               Title                         Date

                                                                                                   
                       *                             President (Principal Executive Officer)        December 11, 2000
- -----------------------------------------------------
   O. Bruton Smith

                       *                             Vice President and Governor                    December 11, 2000
- -----------------------------------------------------
   B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer                   December 11, 2000
- -----------------------------------------------------and Governor (Principal Financial
   Theodore M. Wright                                and Accounting Officer)


                       *                             Asst. Secretary and Asst. Treasurer            December 11, 2000
- -----------------------------------------------------and Governor
   Peggy McFarland


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)




                                     II-21





                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                            SONIC AUTOMOTIVE F&I, LLC
                            SONIC AUTOMOTIVE SERVICING COMPANY, LLC
                            SONIC AUTOMOTIVE WEST, LLC


                            By:     /s/ Theodore M. Wright
                                 -----------------------------------------------

                                     Theodore M. Wright
                                     Vice President, Treasurer and Manager


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                    Signature                                               Title                        Date

                                                                                                   
                       *                             Chairman and Chief Executive Officer           December 11, 2000
- -----------------------------------------------------(Principal Executive Officer)
   O. Bruton Smith

   /s/ Theodore M. Wright                            Vice President, Treasurer and                  December 11, 2000
- -----------------------------------------------------Manager (Principal Financial and
   Theodore M. Wright                                Accounting  Officer)


                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   Steven S. Hallock

                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   Gail M. Syfert

                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   David Plummer


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)





                                     II-22






                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                            SONIC - INTEGRITY DODGE LV, LLC
                            SONIC - VOLVO LV, LLC


                              By     /s/ Theodore M. Wright
                                -----------------------------------------------
                                     Theodore M. Wright
                                     Chief Executive Officer and Manager


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                     Signature                                               Title                      Date

                                                                                                   
                       *                             Chief Executive Officer                        December 11, 2000
- -----------------------------------------------------and Manager (Principal
   O. Bruton Smith                                   Executive Officer)


   /s/ Theodore M. Wright                            Vice President and Treasurer                   December 11, 2000
- -----------------------------------------------------and Manager (Principal Financial
   Theodore M. Wright                                and Accounting Officer)


                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   Jeffrey C. Rachor


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                     II-23






                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                            SRE FLORIDA-1, LLC
                            SRE FLORIDA-2, LLC
                            SRE FLORIDA-3, LLC


                            By:                    *
                               ------------------------------------------------
                                     B. Scott Smith
                                     President and Manager


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                     Signature                                               Title                         Date

                                                                                                   
                       *                             President and Manager                          December 11, 2000
- -----------------------------------------------------(Principal Executive Officer)
   B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer                   December 11, 2000
- -----------------------------------------------------and Manager (Principal Financial
   Theodore M. Wright                                and Accounting Officer)


                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   O. Bruton Smith


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)



                                     II-24






                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                            SRE NEVADA-1, LLC
                            SRE NEVADA-2, LLC
                            SRE NEVADA-3, LLC


                            By:     /s/ Theodore M. Wright
                                 -----------------------------------------------
                                     Theodore M. Wright
                                     Vice President, Treasurer and Manager


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                               Title                         Date

                                                                                                   
                       *                             President (Principal Executive Officer)        December 11, 2000
- -----------------------------------------------------
   B. Scott Smith

   /s/ Theodore M. Wright                            Vice President, Treasurer and                  December 11, 2000
- -----------------------------------------------------Manager (Principal Financial and Accounting
   Theodore M. Wright                                Officer)


                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   O. Bruton Smith

                       *                             Manager                                        December 11, 2000
- -----------------------------------------------------
   Jeffrey C. Rachor


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)




                                     II-25






                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                             SONIC - GLOBAL IMPORTS, L.P.
                             SONIC PEACHTREE INDUSTRIAL BLVD., L.P.
                             SRE GEORGIA-1, L.P.
                             SRE GEORGIA-2, L.P.
                             SRE GEORGIA-3, L.P.


                             By:  Sonic Automotive of Georgia, Inc., their
                                  general partner


                             By:                    *
                                ------------------------------------------------
                                      B. Scott Smith
                                      Vice President


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                               Title                         Date

                                                                                                   
                       *                             President (Principal Executive Officer)        December 11, 2000
- -----------------------------------------------------
   O. Bruton Smith

                       *                             Vice President and Director                    December 11, 2000
- -----------------------------------------------------
   B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer                   December 11, 2000
- -----------------------------------------------------and Director (Principal Financial and
   Theodore M. Wright                                Accounting Officer)


                       *                             Director                                       December 11, 2000
- -----------------------------------------------------
   Peggy McFarland


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)




                                     II-26


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 2000.

                            SONIC AUTOMOTIVE OF TEXAS, L.P.
                            SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P.
                            SONIC AUTOMOTIVE - 4701 I-10 EAST, TX, L.P.
M                            SONIC AUTOMOTIVE - 5221 I-10 EAST, TX, L.P.
                            SONIC - CAMP FORD, L.P.
                            SONIC - CARROLLTON V, L.P.
                            SONIC - FORT WORTH T, L.P.
                            SONIC - LUTE RILEY, L.P.
                            SONIC - READING, L.P.
                            SONIC - RICHARDSON F, L.P.
                            SONIC - SAM WHITE NISSAN, L.P.
                            SONIC - SAM WHITE OLDSMOBILE, L.P.
                            SRE TEXAS-1, L.P.
                            SRE TEXAS-2, L.P.
                            SRE TEXAS-3, L.P.

                            By:  Sonic of Texas, Inc., their general partner


                            By:                                *
                               ------------------------------------------------
                                            B. Scott Smith
                                            Vice President


        Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.



                   Signature                                               Title                       Date

                                                                                                   
                                     *               President (Principal Executive Officer)        December 11, 2000
- -----------------------------------------------------
    O. Bruton Smith

                                     *               Vice President and Director                    December 11, 2000
- -----------------------------------------------------
    B. Scott Smith

   /s/ Theodore M. Wright                            Vice President and Treasurer and               December 11, 2000
- -----------------------------------------------------Director (Principal Financial and Accounting
    Theodore M. Wright                               Officer)



                                     *               Director                                       December 11, 2000
- ------------------------------------------------------
    Brian D. Reicks


*       By:    /s/ Theodore M. Wright
               ------------------------------------------
               Theodore M. Wright
               (Attorney-in-fact for each of the persons indicated)

                                     II-27







                                  EXHIBIT INDEX
  Exhibit No.                                                     Description

            
   1.1*        Form of Underwriting Agreement (for equity securities).
   1.2*        Form of Underwriting Agreement (for debt securities).
   1.3*        Form of Selling Agency Agreement.
   4.1***      Amended and Restated Certificate of Incorporation of Sonic (incorporated by reference to
               Exhibit 3.1 to Sonic's Registration Statement on Form S-1 (Reg. No. 333-33295)
               (the "Form S-1").
   4.2***      Certificate of Amendment to Sonic's Amended and Restated
               Certificate of Incorporation effective June 18, 1999
               (incorporated by reference to Exhibit 3.2 to Sonic's December 31,
               1999 Form 10-K).
   4.3***      Certificate of Designation, Preferences and Rights of Class A
               Convertible Preferred Stock (incorporated by reference to Exhibit
               4.1 to Sonic's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1998).
   4.4***      Bylaws of Sonic (incorporated by reference to Exhibit 3.2 to the Form S-1).
   4.5***      Specimen Certificate representing Class A common stock (incorporated by reference to
               Exhibit 4.1 to the Form S-1).
   4.6****     Form of Senior Indenture.
   4.7****     Form of Subordinated Indenture.
   4.8****     Form of Senior Debt Securities (included in Exhibit 4.6).
   4.9****     Form of Subordinated Debt Securities (included in Exhibit 4.7).
               4.10*** Agreement and Plan of Merger and Reorganization dated as
               of October 31, 1999 by and among Sonic, FAA Acquisition Corp.,
               FirstAmerica Automotive, Inc. and certain stockholders of
               FirstAmerica Automotive, Inc. listed on the signature pages
               therein (incorporated by reference to Exhibit 10.8 to Sonic's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1999). 4.11*** Letter Agreement dated June 20, 2000 among Sonic,
               TCW Leveraged Income Tract LP, TCW Shared Opportunity Fund II,
               LP, Crescent/Mach I Partners, LP, TCW/Crescent Mezzanine
               Partners, LP, TCW/Crescent Mezzanine Trust and TCW/Crescent
               Mezzanine Investment Partners, LP.
   5.1****     Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the legality of the securities
               being registered.
  12.1***      Computation of Ratio of Earnings to Fixed Charges.
  23.1****     Consent of Deloitte & Touche LLP.
  23.2****     Consent of KPMG, LLP.
  23.3****     Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in Exhibit 5.1).
  24.1***      Powers of Attorney (included in Signature Pages of Registration Statement).
  25.1**       Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of Trustee.


*      To be filed as an exhibit to a Current Report on Form 8-K filed by Sonic,
       from time to time as an underwritten issuance of such securities is
       contemplated.
**     To be filed in accordance with the requirements of Section 305(b)(2) of
       the Trust Indenture Act and Rule 5b-3 promulgated thereunder.
***    Filed previously.
****   Filed herewith.

EX-4.6

                                                                     Exhibit 4.6



================================================================================



                             Sonic Automotive, Inc.,
                                    as Issuer

                                       and

                     The Subsidiary Guarantors named herein,
                            as Subsidiary Guarantors

                                       TO

                                     Trustee


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


                                SENIOR INDENTURE

                          Dated as of __________, 2000


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



================================================================================


                                TABLE OF CONTENTS

                                   ----------


                                                                                                           Page No.
                                                                                                           --------
                                                                                                           
ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................2
         SECTION 101.  Definitions................................................................................2
         SECTION 102.  Compliance Certificates and Opinions......................................................12
         SECTION 103.  Form of Documents Delivered to Trustee....................................................13
         SECTION 104.  Acts of Holders; Record Dates.............................................................14
         SECTION 105.  Notices, Etc., to Trustee and Company.....................................................15
         SECTION 106.  Notice to Holders; Waiver.................................................................16
         SECTION 107.  Conflict with Trust Indenture Act.........................................................16
         SECTION 108.  Effect of Headings and Table of Contents..................................................16
         SECTION 109.  Successors and Assigns....................................................................16
         SECTION 110.  Separability Clause.......................................................................17
         SECTION 111.  Benefits of Indenture.....................................................................17
         SECTION 112.  Governing Law.............................................................................17
         SECTION 113.  Legal Holidays............................................................................17

ARTICLE TWO  SECURITY FORMS......................................................................................17
         SECTION 201.  Forms Generally...........................................................................17
         SECTION 202.  Form of Face of Security..................................................................18
         SECTION 203.  Form of Reverse of Security...............................................................20
         SECTION 204.  Form of Subsidiary Guarantee..............................................................24
         SECTION 205.  Form of Legend for Global Securities......................................................24
         SECTION 206.  Form of Trustee's Certificate of Authentication...........................................25

ARTICLE THREE  THE SECURITIES....................................................................................25
         SECTION 301.  Amount Unlimited; Issuable in Series......................................................25
         SECTION 302.  Denominations.............................................................................28
         SECTION 303.  Execution, Authentication, Delivery and Dating............................................28
         SECTION 304.  Temporary Securities......................................................................30
         SECTION 305.  Registration, Registration of Transfer and Exchange.......................................30
         SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..........................................32
         SECTION 307.  Payment of Interest; Interest Rights Preserved............................................33
         SECTION 308.  CUSIP Numbers.............................................................................34
         SECTION 309.  Persons Deemed Owners.....................................................................34
         SECTION 310.  Cancellation..............................................................................34
         SECTION 311.  Computation of Interest...................................................................35

ARTICLE FOUR  SATISFACTION AND DISCHARGE.........................................................................35
         SECTION 401.  Satisfaction and Discharge of Indenture...................................................35
         SECTION 402.  Application of Trust Money................................................................36

ARTICLE FIVE  REMEDIES...........................................................................................36
         SECTION 501.  Events of Default.........................................................................36
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment........................................38
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...........................39
         SECTION 504.  Trustee May File Proofs of Claim..........................................................40
         SECTION 505.  Trustee May Enforce Claims Without Possession of Securities...............................41
         SECTION 506.  Application of Money Collected............................................................41
         SECTION 507.  Limitation on Suits.......................................................................42
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.................42


                                       i




                                                                                                          
         SECTION 509.  Restoration of Rights and Remedies........................................................43
         SECTION 510.  Rights and Remedies Cumulative............................................................43
         SECTION 511.  Delay or Omission Not Waiver..............................................................43
         SECTION 512.  Control by Holders........................................................................43
         SECTION 513.  Waiver of Past Defaults...................................................................44
         SECTION 514.  Undertaking for Costs.....................................................................44
         SECTION 515.  Waiver of Usury, Stay or Extension Laws...................................................44
         SECTION 516.  Remedies Subject to Applicable Law........................................................45

ARTICLE SIX  THE TRUSTEE.........................................................................................45
         SECTION 601.  Certain Duties and Responsibilities.......................................................45
         SECTION 602.  Notice of Defaults........................................................................46
         SECTION 603.  Certain Rights of Trustee.................................................................47
         SECTION 604.  Not Responsible for Recitals or Issuance of Securities....................................48
         SECTION 605.  May Hold Securities.......................................................................48
         SECTION 606.  Money Held in Trust.......................................................................49
         SECTION 607.  Compensation and Reimbursement............................................................49
         SECTION 608.  Conflicting Interests.....................................................................49
         SECTION 609.  Corporate Trustee Required; Eligibility...................................................50
         SECTION 610.  Resignation and Removal; Appointment of Successor.........................................50
         SECTION 611.  Acceptance of Appointment by Successor....................................................52
         SECTION 612.  Merger, Conversion, Consolidation or Succession to Business...............................52
         SECTION 613.  Preferential Collection of Claims Against Company and Guarantors..........................53
         SECTION 614.  Appointment of Authenticating Agent.......................................................53

ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................54
         SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.................................54
         SECTION 702.  Disclosure of Names and Addresses of Holders..............................................55
         SECTION 703.  Reports by Trustee........................................................................55
         SECTION 704.  Reports by Company and Guarantors.........................................................55

ARTICLE EIGHT  CONSOLIDATION, MERGER OR SALE OF ASSETS...........................................................56
         SECTION 801.  Company and Guarantors May Consolidate, Etc., Only on Certain Terms.......................56
         SECTION 802.  Successor Substituted.....................................................................58

ARTICLE NINE   SUPPLEMENTAL INDENTURES...........................................................................59
         SECTION 901.  Supplemental Indentures and Agreements Without Consent of Holders.........................59
         SECTION 902.  Supplemental Indentures With Consent of Holders...........................................60
         SECTION 903.  Execution of Supplemental Indentures......................................................61
         SECTION 904.  Effect of Supplemental Indentures.........................................................62
         SECTION 905.  Conformity with Trust Indenture Act.......................................................62
         SECTION 906.  Reference in Securities to Supplemental Indentures........................................62

ARTICLE TEN  COVENANTS...........................................................................................62
         SECTION 1001.  Payment of Principal, Premium and Interest...............................................62
         SECTION 1002.  Maintenance of Office or Agency..........................................................63
         SECTION 1003.  Money for Securities Payments to Be Held in Trust........................................63
         SECTION 1004.  Statement by Officers as to Default......................................................64
         SECTION 1005.  Existence................................................................................65
         SECTION 1006.  Maintenance of Properties................................................................65
         SECTION 1007.  Payment of Taxes and Other Claims........................................................65
         SECTION 1008.  Maintenance of Insurance.................................................................66
         SECTION 1009.  Waiver of Certain Covenants..............................................................66

ARTICLE ELEVEN  REDEMPTION OF SECURITIES.........................................................................66
         SECTION 1101.  Applicability of Article.................................................................66
         SECTION 1102.  Election to Redeem; Notice to Trustee....................................................67


                                       ii




                                                                                                          
         SECTION 1103.  Selection by Trustee of Securities to Be Redeemed........................................67
         SECTION 1104.  Notice of Redemption.....................................................................68
         SECTION 1105.  Deposit of Redemption Price..............................................................68
         SECTION 1106.  Securities Payable on Redemption Date....................................................68
         SECTION 1107.  Securities Redeemed in Part..............................................................69

ARTICLE TWELVE  [INTENTIONALLY DELETED]..........................................................................69

ARTICLE THIRTEEN  SUBSIDIARY GUARANTEE...........................................................................69
         SECTION 1301.  Applicability of Article.................................................................69
         SECTION 1302.  Subsidiary Guarantee.....................................................................70
         SECTION 1303.  Execution and Delivery of Subsidiary Guarantees..........................................71
         SECTION 1304.  Release of Guarantors....................................................................72
         SECTION 1305.  Additional Guarantors....................................................................72

ARTICLE FOURTEEN  [INTENTIONALLY DELETED]........................................................................73

ARTICLE FIFTEEN  DEFEASANCE AND COVENANT DEFEASANCE..............................................................73
         SECTION 1501.  Company's Option to Effect Defeasance or Covenant Defeasance.............................73
         SECTION 1502.  Defeasance and Discharge.................................................................73
         SECTION 1503.  Covenant Defeasance......................................................................74
         SECTION 1504.  Conditions to Defeasance or Covenant Defeasance..........................................74
         SECTION 1505.  Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
                        Provisions...............................................................................77
         SECTION 1506.  Reinstatement............................................................................77

ARTICLE SIXTEEN  SINKING FUNDS...................................................................................78
         SECTION 1601.  Applicability of Article.................................................................78
         SECTION 1602.  Satisfaction of Sinking Fund Payments with Securities....................................78
         SECTION 1603.  Redemption of Securities for Sinking Fund................................................78

SCHEDULE 1  GUARANTORS...........................................................................................81


                                       iii


                              SONIC AUTOMOTIVE INC.

          CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
          THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:



TRUST INDENTURE
ACT SECTION                                                            INDENTURE SECTION
                                                                                 
Sections 310.....(a) (1)................................................................609
                 (a) (2) ...............................................................609
                 (a) (3)................................................................Not Applicable
                 (a) (4)................................................................Not Applicable
                 (b)....................................................................608
Sections 311     (a)....................................................................613
                 (b)....................................................................613
Section 312      (a)....................................................................701
                 .......................................................................702
                 (b)....................................................................702
                 (c)....................................................................702
Sections 313     (a)....................................................................703
                 (b)....................................................................703
                 (c)....................................................................703
                 (d)....................................................................703
Sections 314     (a)....................................................................704
                 (a) (4)................................................................101
                 .......................................................................1004
                 (b)....................................................................Not Applicable
                 (c) (1)................................................................102
                 (c) (2)................................................................102
                 (c) (3)................................................................Not Applicable
                 (d)....................................................................Not Applicable
                 (e)....................................................................102
Sections 315     (a)....................................................................601
                 (b)....................................................................602
                 (c)....................................................................601
                 (d)....................................................................601
                 (e)....................................................................514
Sections 316     (a)....................................................................101
                 (a) (1) (A)............................................................502
                 .......................................................................512
                 (a) (1) (B)............................................................513
                 (a) (2)................................................................Not Applicable
                 (b)....................................................................508
                 (c)....................................................................104
Sections 317     (a) (1)................................................................503
                 (a) (2)................................................................504
                 (b)....................................................................1003
Sections 318     (a)....................................................................107


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

                                       1


         INDENTURE, dated as of _____________, 2000, among Sonic Automotive,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 5401 East
Independence Boulevard, Charlotte, North Carolina 28212, each of the Guarantors
(as hereinafter defined) and ______________________________, as Trustee (the
"Trustee").


                   RECITALS OF THE COMPANY AND THE GUARANTORS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

         Each Guarantor has duly authorized the issuance of a guarantee of the
Securities, and to provide therefore, each guarantor has duly authorized the
execution and delivery of this Indenture to provide for its guarantee of the
Securities to the extent provided in or pursuant to this Indenture.

         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 or of series
thereof, as follows:


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided herein or in any supplemental indenture or unless the context otherwise
requires:

                                       2


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

                  (2) 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;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles;

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

                  (5) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and

                  (6) 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.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 104.

         "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 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 the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means, with respect to the Company, either the
board of directors of the Company or any committee of that board duly authorized
to act for it in respect hereof, and with respect to any Guarantor, either the
board of directors of such Guarantor or any committee of that board duly
authorized to act for it in respect hereof.

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

                                       3


         "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions or trust companies in that Place of Payment 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 generally accepted
accounting principles, 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.

         "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 instrument 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 the Person named as the "Company" in the first
paragraph of this instrument 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 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.

         "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
______________________________________________________.

         "Corporation" means a corporation, association, company, joint-stock
company or business trust.

                                       4


         "Covenant Defeasance" has the meaning specified in Section 1503.

         "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.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Defeasance" has the meaning specified in Section 1502.

         "Defeasance Redemption Date" has the meaning specified in Section 1504.

         "Defeased Securities" has the meaning specified in Section 1501.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301.

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

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated by the Commission thereunder.

         "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.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 205 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "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

                                       5


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 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.

         "Guarantors" means (i) the subsidiaries listed in Schedule I hereto;
(ii) any successor of the foregoing; and (iii) each other Subsidiary of the
Company that becomes a Guarantor in accordance with Section 1305 hereof; in each
case (i), (ii) and (iii) until such Guarantor ceases to be such in accordance
with Section 1304 hereof.

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

         "Indebtedness" or "Debt" 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
Significant 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 Value to be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.

                                       6


         "Indenture" means this instrument as originally executed 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. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.

         "Initial Period" has the meaning specified in Section 1204.

         "Interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "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.

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "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, Capital Lease Obligation or other title retention agreement.

         "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Notice of Default" means a written notice of the kind specified in
Section 501(4).

         "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 a Guarantor, as the case may be, and in form and
substance reasonably satisfactory to, and delivered to, the Trustee.

         "Opinion of Counsel" means, as to the Company or a Guarantor, a written
opinion of counsel, who may be counsel for the Company or such Guarantor, as the
case may be, and who shall be acceptable to the Trustee.

                                       7


         "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.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

                  (1) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

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

                  (3) Securities, to the extent provided in Sections 1502 and
         1503, with respect to which the Company has effected Defeasance or
         Covenant Defeasance as provided in Article Fifteen; and

                  (4) 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
         satisfactory to each of them that such Securities are held by a bona
         fide purchaser in whose hands such Securities are valid obligations of
         the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner

                                       8


provided as contemplated by Section 301, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or (B) above, of
the amount determined as provided in such Clause), and (D) Securities owned by
the Company, any Guarantor or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor or of 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, waiver or other action, 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 satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company, a Guarantor or any other obligor upon the Securities or any
Affiliate of the Company, a Guarantor or of such other obligor.

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

         "Payment Blockage Period" has the meaning specified in Section 1204.

         "Permitted Junior Securities" has the meaning specified in Section
1204.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
Security 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 306 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.

         "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.

         "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 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

                                       9


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, 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, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "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.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time and the rules and
regulations promulgated by the Commission thereunder.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

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

         "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 the issue date of the
Securities of any series under this Indenture 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 not include (i)
Indebtedness evidenced by the 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,

                                       10


(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 Non-payment Default" has the meaning specified in Section 1204.

         "Senior Payment Default" has the meaning specified in Section 1204.

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

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

         "Subsidiary" of any Person means (i) a 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 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 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.

         "Subsidiary Guarantee" means the guarantee by any Guarantor of the
Company's obligation under this Indenture or any other obligor under this
Indenture or under the Securities, including any other 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 of any series and the performance of all other obligations to the
Trustee and the

                                       11


Holders under this Indenture and the Securities of any series, according to the
respective terms hereof and thereof.

         "Surviving Entity" has the meaning specified in Section 801.

         "Surviving Guarantor Entity" has the meaning specified in Section 801.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         "Voting Stock" of any Person 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 Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 102.  Compliance Certificates and Opinions.

         Upon any application or request by the Company or any Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company
and any Guarantor (if applicable), and any other obligor on 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

                                       12


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,

                  (1) 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;

                  (2) 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;

                  (3) a statement that, in the opinion of each such individual
         or 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

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

SECTION 103.  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 of counsel 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.

                                       13


         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, 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 accounts 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 104.  Acts of Holders; Record Dates.

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted 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 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.

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

         (3) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of 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,
omitted or suffered 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.

         (4) 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 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.

                                       14


         (5) 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.

         (6) 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 105.  Notices, Etc., to Trustee and Company.

         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:

                  (1) 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(4)) 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

                  (2) the Company or any Guarantor by the Trustee or by any
         Holder shall be sufficient for every purpose (except as provided in
         Section 501(4)) hereunder if in writing and mailed, first-class postage
         prepaid, in the case of the Company or such Guarantors addressed to it
         at the address of its principal office specified in the first paragraph
         of this instrument or at any other address previously furnished in
         writing to the Trustee by the Company or such Guarantor.

                                       15


SECTION 106.  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 his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), 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 give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107.  Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act or another provision which is required or deemed to
be included in this Indenture by any provision of the Trust Indenture Act, the
provision or requirements 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 108.  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.

SECTION 109.  Successors and Assigns.

         All covenants and agreements in this Indenture by the Company and any
Guarantor shall bind its successors and assigns, whether so expressed or not.

                                       16


SECTION 110.  Separability Clause.

         In case any provision in this Indenture, the Securities or the
Subsidiary 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 111.  Benefits of Indenture.

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

SECTION 112.  Governing Law.

         This Indenture, the Securities and the Subsidiary Guarantees shall be
governed by and construed in accordance with the law of the State of New York,
without giving effect to the conflicts of laws principles thereof.

SECTION 113.  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, purchase
date or Stated Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
the Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date or purchase date, or at the 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.


                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.  Forms Generally.

         The Securities of each series and, if applicable, the Subsidiary
Guarantees to be endorsed thereon shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other

                                       17


variations as are required or permitted by this Indenture, 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 or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities or Subsidiary Guarantees,
as the case may be, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

SECTION 202.  Form of Face of Security.

         The form of the face of any Security authenticated and delivered
hereunder shall be substantially as follows:

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]


                             Sonic Automotive, Inc.

                     ______________________________________
                                                                     CUSIP NO.__
No.__________                                                         $ ________

         Sonic Automotive, Inc. a corporation duly organized and existing under
the laws of Delaware (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 ________________________ [if the Security is to bear interest prior
to Maturity, insert -- , and to pay interest thereon from _____________ or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ____________ and ____________ in each year,
commencing _________, at the rate of ____% per annum, until the principal hereof
is paid or made available for payment, provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at
the rate of ____% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand. 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 one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _______ or _______ (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

                                       18


provided for will 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
one or more 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 of this
series 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 of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ______% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ____________, 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 at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in 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.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, 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 under its corporate seal.

Dated:

                                         SONIC AUTOMOTIVE, INC.


                                         By:_________________________________

                                       19


Attest:

_______________________


SECTION 203.  Form of Reverse of Security.

         The form of the reverse of the Securities shall be substantially as
follows:

                             Sonic Automotive, Inc.
                          ____________________________

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, 2000 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), among the Company, the Guarantors named therein and
___________________, as Trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Guarantors, the
Trustee, the holders of Senior Indebtedness of the Company and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert -- , limited in aggregate principal
amount to $__________].

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___________ in any year commencing with the year ______ and ending with
the year ______ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after __________, 20__], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert -- on
or before _______________, ___%, and if redeemed] during the 12-month period
beginning _____________ of the years indicated,

  Year        Redemption Price              Year          Redemption Price
  ----        ----------------              ----          ----------------

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ____________ in
any year commencing with the year

                                       20


____ and ending with the year ____ through operation of the sinking fund for
this series at the Redemption Prices for redemption through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below, and (2) at any time [if applicable, insert -- on or after
____________], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning ____________ of the
years indicated,

                              Redemption Price                Redemption Price
     For Otherwise             For Redemption                    Redemption
       Operation              Through Operation                 Than Through
       Year Fund             of the Sinking Fund               of the Sinking
       ---------             -------------------               --------------


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to _____________, redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than _____% per annum.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on ____________ in each year beginning with the year _______ and
ending with the year ______ of [if applicable, insert -- not less than $
_________ ("mandatory sinking fund") and not more than] $ ________ aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness of the Company, and this Security is
issued subject to the provisions of the

                                       21


Indenture with respect thereto. Each Holder of this Security, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes.

         [If applicable, insert -- As provided in the Indenture and subject to
certain limitations therein set forth, the obligations of the Company under this
Security are guaranteed on a senior subordinated basis pursuant to the
Subsidiary Guarantees endorsed hereon. The Indenture provides that a Guarantor
shall be released from its Subsidiary Guarantee upon compliance with certain
conditions.]

         [If applicable, insert -- The Indenture contains provisions for
Defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

         [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by 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.

                                       22


         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

         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, which
is absolute and unconditional, to pay the principal of and any premium 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 any place where the principal of and any
premium and interest on this Security are payable, 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 his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

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

         No service charge shall be made for any such registration of transfer
or exchange, 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, the Trustee and any agent of the Company 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 be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                       23


SECTION 204.  Form of Subsidiary Guarantee.

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

                              SUBSIDIARY GUARANTEE

         For value received, each of the Guarantors named (or deemed herein to
be named) below 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, and 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 the Indenture. This Subsidiary Guarantee will not become effective
until the Trustee duly executes the certificate of authentication on this
Security. These Subsidiary 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.

         IN WITNESS WHEREOF, each of the Guarantors has caused this Subsidiary
Guarantee to be duly executed.

                                             [Insert Names of Guarantors]


                                             By: _______________________________
                                             Title: ____________________________
Attest:

_____________________


SECTION 205.  Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

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 THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE

                                       24


THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 206.  Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                                ________________________________
                  As Trustee

                                                By:_____________________________
                  Authorized Officer


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of any other
         series);

                  (2) if the Securities of the series will not have the benefit
         of the Subsidiary Guarantees of the Guarantors;

                  (3) any change to the subordination provisions which applies
         to the Securities of the series from those contained in Article Twelve
         with respect to the Securities and the definitions of Senior
         Indebtedness of the Company which shall apply to the Securities of the
         series, and, if applicable, the Subsidiary Guarantees;

                  (4) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107

                                       25


         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (5) the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (6) the date or dates on which the principal of any Securities
         of the series is payable;

                  (7) the rate or rates at which any Securities of the series
         shall bear interest, if any, the date or dates from which any such
         interest shall accrue, the Interest Payment Dates on which any such
         interest shall be payable and the Regular Record Date for any such
         interest payable on any Interest Payment Date;

                  (8) the place or places where the principal of and any premium
         and interest on any Securities of the series shall be payable;

                  (9) the period or periods within which, the price or prices at
         which and the terms and conditions upon which any Securities of the
         series may be redeemed, in whole or in part, at the option of the
         Company and, if other than by a Board Resolution, the manner in which
         any election by the Company to redeem the Securities shall be
         evidenced;

                  (10) the obligation, if any, of the Company to redeem or
         purchase any Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of the Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which any Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  (11) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which any Securities of the
         series shall be issuable;

                  (12) if the amount of principal of or any premium or interest
         on any Securities of the series may be determined with reference to an
         index or pursuant to a formula, the manner in which such amounts shall
         be determined;

                  (13) if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for purposes of the definition of "Outstanding" in Section
         101;

                  (14) if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Company or the Holder thereof, in one or

                                       26


         more currencies or currency units other than that or those in which
         such Securities are stated to be payable, the currency, currencies or
         currency units in which the principal of or any premium or interest on
         such Securities as to which such election is made shall be payable, the
         periods within which and the terms and conditions upon which such
         election is to be made and the amount so payable (or the manner in
         which such amount shall be determined);

                  (15) if other than the entire principal amount thereof, the
         portion of the principal amount of any Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (16) if the principal amount payable at the Stated Maturity of
         any Securities of the series will not be determinable as of any one or
         more dates prior to the Stated Maturity, the amount which shall be
         deemed to be the principal amount of such Securities as of any such
         date for any purpose thereunder or hereunder, including the principal
         amount thereof which shall be due and payable upon any Maturity other
         than the Stated Maturity or which shall be deemed to be Outstanding as
         of any date prior to the Stated Maturity (or, in any such case, the
         manner in which such amount deemed to be the principal amount shall be
         determined);

                  (17) if the Securities are convertible into the Capital Stock
         or other securities of the Company, the terms on which such Securities
         are convertible, including the conversion price, the conversion period,
         provisions as to whether conversion will be at the option of the
         Holders or the Company, events requiring adjustment of the conversion
         price and provisions affecting conversion in the event of the
         redemption of the Securities.

                  (18) if applicable, that the Securities of the series, in
         whole or any specified part, shall be defeasible pursuant to Section
         1502 or Section 1503 or both such Sections and, if other than by a
         Board Resolution, the manner in which any election by the Company to
         defease such Securities shall be evidenced;

                  (19) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositories for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 205 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last paragraph of Section 305 in
         which any such Global Security may be exchanged in whole or in part for
         Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                  (20) any addition to or change in the Events of Default which
         applies to any Securities of the series and any change in the rights of
         the Trustee or the Holders of such Securities or the obligations,
         covenants, or rights of the Company under Article V;

                                       27


                  (21) any addition to or change in the covenants set forth in
         Article Ten which applies to Securities of the series; and

                  (22) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         The Securities of each series shall have the benefit of the Subsidiary
Guarantees unless the Company elects otherwise upon the establishment of a
series pursuant to this Section 301.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article Twelve. Each Subsidiary
Guarantee shall be subordinated in right of payment to Senior Indebtedness of
the applicable Guarantor.

SECTION 302.  Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable 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 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.

         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 of any series executed by the
Company and, if applicable, having endorsed thereon the Subsidiary Guarantees
executed as provided in Section 1303 by the

                                       28


Guarantors to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (1) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 201, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (2) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 301, that such
         terms have been established in conformity with the provisions of this
         Indenture; and

                  (3) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute valid
         and legally binding obligations of the Company, and, if applicable, the
         Subsidiary Guarantees endorsed thereon will constitute valid and
         legally binding obligations of the Guarantors, enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security or Subsidiary Guarantee 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 executed by the Trustee by manual signature, 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. Notwithstanding the
foregoing, if any Security shall have been

                                       29


authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 310, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

SECTION 304.  Temporary Securities.

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

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount and, if applicable, having endorsed
thereon Subsidiary Guarantees executed by the Guarantors. Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series and
tenor.

SECTION 305.  Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively 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 is hereby appointed "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.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, if applicable, the Guarantors shall execute the
Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

                                       30


         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and 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, if applicable, the
Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the
Trustee shall authenticate and make available for delivery, the Securities which
the Holder making the exchange is entitled to receive.

         All Securities and, if applicable, the Subsidiary Guarantees endorsed
thereon issued upon any registration of transfer or exchange of Securities shall
be the valid obligations of the Company and, if applicable, the respective
Guarantors, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities and Subsidiaries Guarantees 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, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Sections 303, 304, 305, 306, 906 or
1107 not involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (i) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for redemption, in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1) Each Global Security authenticated under this Indenture
         shall be registered in the name of the Depositary designated for such
         Global Security or a nominee thereof and delivered to such Depositary
         or a nominee thereof or custodian therefor, and each such Global
         Security shall constitute a single Security for all purposes of this
         Indenture.

                  (2) 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

                                       31


         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 (A) such Depositary (i) has notified the Company
         that it is unwilling or unable to continue as Depositary for such
         Global Security or (ii) has ceased to be a clearing agency registered
         under the Exchange Act, (B) there shall have occurred and be continuing
         an Event of Default with respect to such Global Security or (C) there
         shall exist such circumstances, if any, in addition to or in lieu of
         the foregoing as have been specified for this purpose as contemplated
         by Section 301.

                  (3) Subject to Clause (2) above, any exchange of a Global
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a Global Security or any portion
         thereof shall be registered in such names as the Depositary for such
         Global Security shall direct.

                  (4) 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 Section,
         Section 304, 306, 906 or 1107 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.

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

         If (i) any mutilated Security is surrendered to the Trustee, or (ii)
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 and any agent of either 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 Subsidiary 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 new Security, pay such Security.

         Upon the issuance of any replacement Security 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 charge that may
be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

         Every replacement Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security, and, if applicable,
the Subsidiary Guarantees endorsed thereon, shall constitute an original
additional contractual obligation of the Company and, if applicable,

                                       32


the respective Guarantors, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series 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 307.  Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective 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 of such series and the
         date of the proposed payment, 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 date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause 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 proposed payment 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 of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be given to each Holder of Securities
         of such series in the manner set forth in Section 106, 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 therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities of such series (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following Clause (2).

                                       33


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

         Subject to the foregoing provisions of this Section, 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 308.  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 309.  Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Guarantors, the Trustee and any agent of the Company, the
Guarantors, or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
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 310.  Cancellation.

         All Securities surrendered for payment, redemption, purchase,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall

                                       34


be returned to the Company. The Trustee shall provide the Company a list of all
securities that have been cancelled from time to time as requested by the
Company.

SECTION 311.  Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

         This Indenture shall, upon Company Request, be discharged and cease to
be of further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for), and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306 or (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i) have become due and payable, or

                                    (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, if applicable, a
                  Guarantor, has irrevocably deposited or caused to be deposited
                  with the Trustee as trust funds in trust in an

                                       35


                  amount sufficient to pay and discharge the entire indebtedness
                  on such Securities not theretofore delivered to the Trustee
                  for cancellation, for principal and any premium and interest
                  to the date of such deposit (in the case of Securities which
                  have become due and payable) or to the Stated Maturity or
                  Redemption Date, as the case may be;

                  (2) the Company or a Guarantor has paid or caused to be paid
         all other sums payable hereunder by the Company and the Guarantors; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that (i) all
         conditions precedent herein relating to the satisfaction and discharge
         of this Indenture have been complied with and (ii) such satisfaction
         and discharge will not result in a breach or violation of, or
         constitute default under, this Indenture or any other material
         agreement or instrument to which the Company or any Guarantor is a
         party or is bound.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402.  Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 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 and any premium and
interest for whose payment such money has been deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default.

         "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Twelve or 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):

                                       36


                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 30 days;

                  (2) default in the payment of the principal of or any premium
         on any Security of that series at its Maturity;

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series;

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a default in the
         performance, or breach, of a covenant or agreement which is elsewhere
         in this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or 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
         principal amount of the Outstanding Securities of that series a written
         notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder;

                  (5) 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 Guarantor 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;

                  (6) 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 Significant 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;

                  (7) the entry by a court of competent jurisdiction of (A) a
         decree or order for relief in respect of the Company, any Significant
         Subsidiary Guarantor in an involuntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or (B) a decree or order adjudging the Company or any
         Significant Subsidiary Guarantor bankrupt or insolvent, or seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company or any Significant Subsidiary Guarantor under any
         applicable federal or state law, or appointing a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of

                                       37


         the Company or any Significant Subsidiary Guarantor or of any
         substantial part of their properties, or ordering the winding up or
         liquidation of their affairs, and the continuance of any such decree or
         order for relief or any such other decree or order unstayed and in
         effect for a period of 60 consecutive days; or

                  (8) (A) the commencement by the Company or any Significant
         Subsidiary Guarantor of a voluntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or of any other case or proceeding to be adjudicated
         bankrupt or insolvent, (B) the Company or any Significant Subsidiary
         Guarantor consents to the entry of a decree or order for relief in
         respect of the Company or any Significant Subsidiary Guarantor in an
         involuntary case or proceeding under any applicable federal or state
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any bankruptcy or insolvency case or proceeding against
         it, (C) the Company or any Significant Subsidiary Guarantor files a
         petition or answer or consent seeking reorganization or relief under
         any applicable federal or state law, (D) the Company or any Significant
         Subsidiary Guarantor (i) consents to the filing of such petition or to
         the appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or such Significant Subsidiary Guarantor or of any
         substantial part of their respective properties, (ii) makes an
         assignment for the benefit of creditors or (iii) admits in writing of
         its inability to pay its debts generally as they become due, or (E) the
         Company or any Significant Subsidiary Guarantor takes any corporate
         action in furtherance of any such action in this paragraph (8); or

                  (9) In the event the Guarantors have issued Subsidiary
         Guarantees with respect to the Securities of such series, any
         Subsidiary 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 and effect and enforceable in accordance with its
         terms, except to the extent contemplated by this Indenture and any such
         Subsidiary Guarantee; or

                  (10) any other Event of Default provided with respect to
         Securities of that series.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(7) or 501(8)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series 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 of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration, such principal, premium, if any, and
interest shall ipso facto become immediately due and payable. If an Event of
Default specified in Section 501(7) or

                                       38


501 (8) with respect to Securities of any series at the time Outstanding occurs,
then all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall become and be due and
payable immediately in an amount equal to the principal amount of the Securities
of that Series, 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 the rights of the Holders of the Securities by
appropriate judicial proceedings.

         After a declaration of acceleration with respect to Securities of any
series, 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 Outstanding Securities of that
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if

                           (1) the Company or, if applicable, any Guarantor has
         paid or deposited with the Trustee a sum sufficient to pay

                           (A) 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;

                           (B) all overdue interest on all Outstanding
                  Securities of that series;

                           (C) the principal of and premium, if any, on any
                  Outstanding Securities of that series which have become due
                  otherwise than by such declaration of acceleration and any
                  interest thereon at the rate or rates prescribed therefor in
                  such Securities; and

                           (D) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities.

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

                           (3) all Events of Default with respect to Securities
         of that series, other than the non-payment of the principal of,
         premium, if any, and interest on the Securities of that series 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, if applicable, each Guarantor covenants that if

                                       39


         (1) 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

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

the Company and, if applicable, 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 or rates prescribed therefor in
such 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 any 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.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate private or judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, 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 to enforce any other proper remedy,
subject however to Section 512. No recovery of any such judgment upon any
property of the Company 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, any Guarantor or any other obligor
upon the Securities, or the property or creditors of the Company, any Guarantor
or any other obligor upon the Securities, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

         (1)      to file and proved 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

                                       40


                  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

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

         (3)      any custodian, receiver, assignee, trustee, liquidator,
                  sequestrator or other 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 to 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.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or any Subsidiary Guarantee 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 or the Securities
or any Subsidiary Guarantee 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 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 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 dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and 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: Subject to Article Twelve, to the payment of the amounts then
due and unpaid for principal of and any premium and interest on the Securities
in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of

                                       41


any kind, according to the amounts due and payable on such Securities for
principal and any premium and interest, respectively; 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 Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that series 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;

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

                  (4) 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

                  (5) 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 of that
         series;

it being understood and intended that no one or more of such 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 Subsidiary Guarantee, if any, to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to
seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such 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 rights stated herein, which is
absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption or
offer by the Company to purchase the Securities pursuant to the terms of this
Indenture, on the Redemption Date or purchase date, as applicable) and to
institute suit for the

                                       42


enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 509.  Restoration of Rights and Remedies.

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

SECTION 510.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, 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 Securities
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 of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, expose the Trustee to personal liability,
         or be unduly prejudicial to Holders not joining therein, and

                                       43


                  (2) 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 principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

         (1) in the payment of the principal of or any premium or interest on
any Security of such series (including any Security which is required to have
been purchased by the Company pursuant to an offer to purchase by the Company
made pursuant to the terms of this Indenture) (which may only be waived with the
consent of each Holder of the Securities affected), or

         (2) in respect of a covenant or provision hereof which under this
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series 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 principle 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 Maturity expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

SECTION 515.  Waiver of Usury, Stay or Extension 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 usury, stay
or extension 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

                                       44


contemplated herein or in the Securities of such series, 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.

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.  Certain Duties and Responsibilities.

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

         (1) 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;

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

                  (A) 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

                  (B) 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;

         (3) 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:

                  (A) this Subsection (3) does not limit the effect of
         Subsection (2) of this Section 601;

                                       45


                  (B) 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

                  (C) 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 of any series 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 with respect to Securities of such series;

         (4) 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;

         (5) whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to Subsections
(1), (2), (3) and (4) and (5) of this Section 601; and

         (6) 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 with respect to Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series 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.

                                       46


SECTION 603.  Certain Rights of Trustee.

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

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

                  (2) 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 shall be sufficiently
         evidenced by a Board Resolution;

                  (3) the Trustee may consult with counsel 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;

                  (4) 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 reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

                  (5) 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;

                  (6) 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 Securities of any series 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 of such series 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

                                       47


         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;

                  (7) 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 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;

                  (8) 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 (A) any Default or Event of Default occurring pursuant to
         Sections 1001, 501(1), 501(2) or 501(3) or (B) any Default or Event of
         Default of which the Trustee shall have received written notification
         or obtained actual knowledge; and

                  (9) Delivery of reports, information and documents to the
         Trustee 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.  Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities and the Subsidiary
Guarantees, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company or the Guarantors, as the case may be, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or the Subsidiary Guarantees
endorsed thereon, 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. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 605.  May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or any Guarantor, 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,
Authenticating Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and any Guarantor and receive, collect, hold and return collections from the
Company with the same

                                       48


rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

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 Fifteen, 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 Reimbursement.

         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.

SECTION 608.  Conflicting Interests.

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

                                       49


SECTION 609.  Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
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 with respect to the Securities of any
series 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.

         (1) 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 in accordance with the
applicable requirements of Section 611.

         (2) The Trustee may resign at any time with respect to the Securities
of one or more series 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 with respect
to the Securities of such series. Such court may thereupon, after such notice,
if any, as it may deem proper, appoint and prescribe a successor Trustee.

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

         (4) If at any time:

                                       50


                  (A) 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, or

                  (B) 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

                  (C) 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 such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, 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 removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor Trustee.

         (5) 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, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) 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 with respect
to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
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 with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, the Trustee or any Holder who has been a bona fide
Holder of a Security of such series for at least six months may subject to
Section 514, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         (6) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class

                                       51


mail, postage prepaid to all Holders of Securities of such series as their names
and addresses appear in the Security Register. Each notice shall include the
name of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office or agent thereunder.

SECTION 611.  Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company, the Guarantors 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.

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.

                                       52


         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 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 night 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 and Guarantors.

         If and when the Trustee shall be or become a creditor of the Company,
any Guarantor or any other obligor upon the Securities, the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company, such Guarantor or any such other obligor.

SECTION 614.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $250,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent 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 an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or

                                       53


consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                      _________________________________________,
                                As Trustee

                                        By:____________________________________,
                                              As Authenticating Agent

                                        By:____________________________________,
                                             Authorized Officer


                                  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

                                       54


                  (1) semi-annually, 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 of Securities of
         each series as of such Regular Record Date; and

                  (2) at such other times as the Trustee may reasonably request
         in writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content to that in subsection (1)
         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.

         (1) The Trustee, if so required under the Trust Indenture Act, shall
transmit by mail to all Holders, at the times, in the manner and to the extent
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
mailing date 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, at the times, 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).

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

                                       55


         (1) 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 (A) deliver to the Trustee annual
audited financial statements of the Company and its Subsidiaries, prepared on a
consolidated basis in conformity with generally accepted accounting principles,
within 120 days after the end of each fiscal year of the Company, and (B) 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;

         (2) 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

         (3) 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 (1) and (2) of this
Section as are required by rules and regulations prescribed from time to time by
the Commission.


                                  ARTICLE EIGHT

                     CONSOLIDATION, MERGER OR SALE OF ASSETS

SECTION 801. Company and Guarantors May Consolidate, Etc., Only on Certain
Terms.

         (1) 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 Significant 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 Significant Subsidiaries on a
consolidated basis to any other Person or group of Persons, unless at the time
and after giving effect thereto:

                                       56


                  (A) either (i) the Company will be the continuing corporation
         (in the case of a consolidation or merger involving the Company) or
         (ii) 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 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 will remain in full force and effect as so supplemented;

                  (B) 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 Subsidiaries
         which becomes the obligation of the Company or any of its 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;

                  (C) 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 Subsidiary Guarantee
         shall apply to such Person's obligations under this Indenture and under
         the Securities;

                  (D) at the time of the transactions 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.

         (2) 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 Significant 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 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:

                  (A) either (i) the Guarantor will be the continuing
         corporation (in the case of a consolidation or merger involving the
         Guarantor) or (ii) the Person (if other than the Guarantor) formed by
         such consolidation or into which such Guarantor is merged or the

                                       57


         Person which acquires by sale, assignment, conveyance, transfer, lease
         or disposition all or substantially all of the properties and assets of
         the Guarantor and its Significant Subsidiaries on a consolidated basis
         (the "Surviving Guarantor Entity") 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 Subsidiary Guarantee of the
         Securities and this Indenture and such Subsidiary Guarantee and
         Indenture will remain in full force and effect;

                  (B) 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

                  (C) 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.

         (3) Notwithstanding the foregoing, the provisions of Section 801(2)
shall not apply to any Guarantor whose Subsidiary Guarantee is unconditionally
released and discharged in accordance with Article Thirteen.

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 Subsidiary 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
Subsidiary 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 Subsidiary 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 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 Subsidiary Guarantee, as the case may be.

                                       58


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


SECTION 901.  Supplemental Indentures and Agreements Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Guarantors, when authorized by their respective Board
Resolutions, 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, in form satisfactory to the Trustee, for any of
the following purposes:

                  (1) to evidence the succession of another Person to the
         Company or any Guarantor and the assumption by any such successor of
         the covenants of the Company or any Guarantor herein and in the
         Securities or Subsidiary Guarantees, as the case may be; or

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and if such covenants
         are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included solely for the
         benefit of such series) or to surrender any right or power herein
         conferred upon the Company; or

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such additional
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series); or

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (5) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such addition, change or elimination (A) shall neither (i)
         apply to any Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (ii) modify the rights of the Holder of any such Security
         with respect to such provision or (B) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or

                                       59


                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611; or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this Clause (9) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect; or

                  (10) to add new Guarantors.

SECTION 902.  Supplemental Indentures 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
of each series affected by such supplemental indenture, by Act of said Holders
delivered to the Company, the Guarantors, if any, and the Trustee, the Company,
when authorized by a Board Resolution, the Guarantors, if any, when authorized
by their respective Board Resolutions and the Trustee may (i) enter into an
indenture or indentures supplemental hereto or agreements or other instruments
with respect to this Indenture, in form 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 (including, but
not limited to, for the purpose of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture) or (ii) waive
compliance with any provision in this Indenture (other than waivers of past
Defaults covered by Section 513 and waivers of covenants which are covered by
Section 1009); provided, however, that no such supplemental indenture agreement
or instrument shall, without the consent of the Holder of each Outstanding
Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 502, or change any Place of
         Payment where, or the coin or currency in which, any Security or any
         premium or 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 or in the case of an offer to purchase Securities which
         has been made pursuant to a covenant contained in this Indenture, on or
         after the applicable purchase date);

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture,

                                       60


         or the consent of whose Holders is required for any waiver or
         compliance with certain provisions of this Indenture;

                  (3) modify any of the provisions of this Section 902, Section
         513 or Section 1009, except to increase any such percentage of
         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 Outstanding Security affected
         thereby; provided, however, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section 902
         and Section 1009, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(8);

                  (4) 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;

                  (5) 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 Subsidiary Guarantee in right of payment to any other
         Indebtedness of the Guarantor issuing such Subsidiary Guarantee; or

                  (6) following the making of an offer to purchase Securities
         which has been made pursuant to a covenant contained in this Indenture,
         modify the provisions of this Indenture with respect to such offer to
         purchase in a manner adverse to such Holder. A supplemental indenture
         which changes or eliminates any covenant or other provision of this
         Indenture which has expressly been included solely for the benefit of
         one or more particular series of Securities, or which modifies the
         rights of the Holders of Securities of such series with respect to such
         covenant or other provision, shall be deemed not to affect the rights
         under this Indenture of the Holders of Securities of any other series.

                  Upon a Company Request accompanied by a copy of a Board
         Resolution authorizing the execution of any such supplemental
         indenture, and upon the filing with the Trustee of evidence of the
         consent of Holders as aforesaid, the Trustee shall join with the
         Company in the execution of such supplemental indenture.

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

SECTION 903.  Execution of Supplemental Indentures.

         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(1) hereof) shall be
fully protected

                                       61


in relying upon, an Opinion of Counsel and an Officers' Certificate stating that
the execution of such supplemental indenture, agreement or instrument (i) is
authorized or permitted by this Indenture and (ii) does not violate the
provisions of any agreement or instrument evidencing any other Indebtedness of
the Company, any Guarantor or any other Significant 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 Subsidiary Guarantee or otherwise.

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 shall
conform to the requirements of the Trust Indenture Act.

SECTION 906.  Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article 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 of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company, if applicable the Subsidiary Guarantees
may be endorsed thereon and such new Securities may be authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of, premium, if
any, and interest on the Securities of that series in accordance with the terms
of the Securities and this Indenture.

                                       62


SECTION 1002.  Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company or any Guarantor in respect of the Securities of that series or
any Subsidiary Guarantee and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company and each Guarantor hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 1003.  Money for Securities Payments to Be Held in Trust.

         If the Company or any of its Affiliates shall at any time act as Paying
Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Holders entitled
thereto a sum sufficient to pay the principal and any premium and 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.

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

         If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will (i) hold all sums held by it for the payment of the principal of, and
any premium 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, (ii) give the Trustee notice of any
default by the Company, any Guarantor, if any, or

                                       63


other obligor upon the Securities of that series in the making of any payment of
principal of or any premium or interest on the Securities, (iii) during the
continuance of any default by the Company, the Guarantors, if applicable, or any
other obligor upon the Securities of that series, upon the written request of
the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series, and (iv)
acknowledge, accept and agree to comply in all respects 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 or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium 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 a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, New York, and mail to each 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
be repaid to the Company.

SECTION 1004.  Statement by Officers as to Default.

         (1) 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 hereunder, specifying each default
and the nature and status thereof and any actions being taken by the Company
thereto.

                                       64


         (2) 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 1005.  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 Guarantor; provided, however, that the Company shall not be
required to preserve any such right or franchise or the corporate existence of
any Guarantor 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 Subsidiaries as a whole; and provided further,
however, that the foregoing shall not prohibit a sale, transfer or conveyance of
a Subsidiary or any of its assets in compliance with the terms of this
Indenture.

SECTION 1006.  Maintenance of Properties.

         The Company will cause all material properties owned by the Company or
any of its Subsidiaries or used or held for use in the conduct of its business
or the business of any of its 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; 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
Subsidiaries; and provided, further, however, that the foregoing shall not
prohibit a sale, transfer or conveyance of a Subsidiary or any of its assets in
compliance with the terms of this Indenture.

SECTION 1007.  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, (i) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Subsidiaries shown to be due on any return of the Company or of its
Subsidiaries or otherwise assessed, or upon the income, profits or property of
the Company or any of its 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
                                       65


Guarantor to perform its obligations hereunder, and (ii) 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 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; 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 generally accepted
accounting principles.

SECTION 1008.  Maintenance of Insurance.

         The Company shall, and shall cause its Subsidiaries to, keep at all
times all of their properties which are of an insurable nature insured against
loss or damage 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 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 Subsidiaries, taken as a whole.

SECTION 1009.  Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(21),
901(2) or 901(7) for the benefit of the Holders of such series if before the
time for such compliance, the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision 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 term,
provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

                                       66


SECTION 1102.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

                                       67


SECTION 1104.  Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
         consisting of more than a single Security are to be redeemed, the
         identification (and, in the case of partial redemption of any such
         Securities, the principal amounts) of the particular Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting of a single Security are to be redeemed, the principal
         amount of the particular Security to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where each such Security is to be
         surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
         case.

         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 request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 1105.  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 is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 1106.  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

                                       68


Redemption Price and accrued interest) such Securities shall cease to bear
interest. 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,
unless otherwise specified as contemplated by Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107.  Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, if applicable to
Guarantors shall execute the Subsidiary Guarantee endorsed thereon, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, 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.


                                 ARTICLE TWELVE

                             [INTENTIONALLY DELETED]



                                ARTICLE THIRTEEN

                              SUBSIDIARY GUARANTEE

SECTION 1301.  Applicability of Article.

         Unless the Company elects to issue any series of Securities without the
benefit of the Subsidiary Guarantees, which election shall be evidenced in or
pursuant to the Board Resolution or supplemental indenture establishing such
series of Securities pursuant to Section 301, the provisions of this Article
shall be applicable to each series of Securities except as otherwise specified
in or pursuant to the Board Resolution or supplemental indenture establishing
such series pursuant to Section 301.

                                       69


SECTION 1302.  Subsidiary Guarantee.

         (1) Subject to Section 1301, each Guarantor hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, offer to purchase or otherwise, in accordance
with the terms of such Security and of this Indenture, and each Guarantor
similarly guarantees to the Trustee the payment of all amounts owing to the
Trustee in accordance with the terms of this Indenture. In case of the failure
of the Company punctually to make any such payment, each Guarantor hereby,
jointly and severally, agrees to cause such payment to be made punctually when
and as the same shall become due and payable, whether at the Stated Maturity or
by acceleration, call for redemption, offer to purchase or otherwise, and as if
such payment were made by the Company.

         (2) Each of the Guarantors hereby jointly and severally agrees that its
obligations hereunder shall be absolute, unconditional, irrespective of, and
shall be unaffected by, the validity, regularity or enforceability of such
Security or this Indenture, the absence of any action to enforce the same or any
release, amendment, waiver or indulgence granted to the Company or any guarantor
or any consent to departure from any requirement of any other guarantee of all
or any of the Securities of such series or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor; provided, however, that, notwithstanding the foregoing, no such
release, amendment, waiver or indulgence shall, without the consent of such
Guarantor, increase the principal amount of such Security, or increase the
interest rate thereon, or alter the Stated Maturity thereof. Each of the
Guarantors hereby waives the benefits of diligence, presentment, demand for
payment, any requirement that the Trustee or any of the Holders protect, secure,
perfect or insure any security interest in or other Lien on any property subject
thereto or exhaust any right or take any action against the Company or any other
Person or any collateral, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Subsidiary Guarantee will not be discharged in respect of such Security
except by complete performance of the obligations contained in such Security and
in such Subsidiary Guarantee. Each Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or any
of the Holders are prevented by applicable law from exercising their respective
rights to accelerate the maturity of the Securities of a series, to collect
interest on the Securities of a series, or to enforce or exercise any other
right or remedy with respect to the Securities of a series, such Guarantor
agrees to pay to the Trustee for the account of the Holders, upon demand
therefor, the amount that would otherwise have been due and payable had such
rights and remedies been permitted to be exercised by the Trustee or any of the
Holders.

         (3) The indebtedness of each Guarantor evidenced by the Subsidiary
Guarantees is, to the extent provided in this Indenture, subordinate and subject
in right of payment to the prior

                                       70


payment in full of all Senior Indebtedness of each Guarantor, and the Subsidiary
Guarantees are issued subject to the provisions of this Indenture with respect
thereto. Each Holder of such Security, by accepting the same, will be deemed to
have (i) agreed to and be bound by such provisions, (ii) authorized and directed
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination so provided and (iii) appointed the Trustee his
attorney-in-fact for any and all such purposes.

         (4) Each Guarantor shall be subrogated to all rights of the Holders of
the Securities upon which its Subsidiary Guarantee is endorsed against the
Company in respect of any amounts paid by such Guarantor on account of such
Security pursuant to the provisions of its Subsidiary Guarantee or this
Indenture; provided, however, that no Guarantor shall be entitled to enforce or
to receive any payments arising out of, or based upon, such right of subrogation
until the principal of (and premium, if any) and interest on all Securities of
the relevant series issued hereunder shall have been paid in full.

         (5) Each Guarantor that makes or is required to make any payment in
respect of its Subsidiary Guarantee shall be entitled to seek contribution from
the other Guarantors to the extent permitted by applicable law; provided,
however, that no Guarantor shall be entitled to enforce or receive any payments
arising out of, or based upon, such right of contribution until the principal of
(and premium, if any) and interest on all Securities of the relevant series
issued hereunder shall have been paid in full.

         (6) Each Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any part of the Company's assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case
may be, if at any time payment and performance of the Securities of a series,
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Securities, whether as a
"voidable preference," "fraudulent transfer," or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Securities shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

SECTION 1303.  Execution and Delivery of Subsidiary Guarantees.

         The Subsidiary Guarantees to be endorsed on the Securities shall
include the terms of the Subsidiary Guarantee set forth in Section 1302 and any
other terms that may be set forth in the form established pursuant to Section
204. Subject to Section 1301, each of the Guarantors hereby agrees to execute
its Subsidiary Guarantee, in a form established pursuant to Section 204, to be
endorsed on each Security authenticated and delivered by the Trustee.

         The Subsidiary Guarantee shall be executed on behalf of each respective
Guarantor by any two of such Guarantor's Chairman of the Board, Vice Chairman of
the Board, Chief

                                       71


Executive Officer, President, one of its Vice Presidents, or its Secretary. The
signature of any or all of these persons on the Subsidiary Guarantee may be
manual or facsimile.

         A Subsidiary Guarantee bearing the manual or facsimile signature of
individuals who were at any time the proper officers of a Guarantor shall bind
such Guarantor, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of the Security on
which such Subsidiary Guarantee is endorsed or did not hold such offices at the
date of such Subsidiary Guarantee.

         The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
endorsed thereon on behalf of the Guarantors and shall bind each Guarantor
notwithstanding the fact that Subsidiary Guarantee does not bear the signature
of such Guarantor. Each of the Guarantors hereby jointly and severally agrees
that its Subsidiary Guarantee set forth in Section 1302 and in the form of
Subsidiary Guarantee established pursuant to Section 204 shall remain in full
force and effect notwithstanding any failure to endorse a Subsidiary Guarantee
on any Security.

SECTION 1304.  Release of Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, each Subsidiary Guarantee will remain in effect with
respect to the respective Guarantor until the entire principal of, premium, if
any, and interest on the Securities to which such Subsidiary Guarantee relates
shall have been paid in full or otherwise discharged in accordance with the
provisions of such Securities and this Indenture and all amounts owing to the
Trustee hereunder have been paid; provided, however, that if (i) such Guarantor
ceases to be a Subsidiary in compliance with the applicable provisions of this
Indenture, (ii) the Securities are defeased and discharged pursuant to Section
1502 or (iii) all or substantially all of the assets of such Guarantor or all of
the Capital Stock of such Guarantor are sold (including by issuance, merger,
consolidation or otherwise) by the Company or any Subsidiary in a transaction
complying with the requirements of this Indenture, then, in each case of (i),
(ii) or (iii), upon delivery by the Company of an Officers' Certificate and an
Opinion of Counsel stating that all conditions precedent herein provided for
relating to the release of such Guarantor from its obligations under its
Subsidiary Guarantee and this Article Thirteen have been complied with, such
Guarantor or the Person acquiring such assets (in the event of a sale or other
disposition of all or substantially all of the assets or Capital Stock of such
Guarantor) shall be released and discharged of its obligations under its
Subsidiary Guarantee and under this Article Thirteen without any action on the
part of the Trustee or any Holder, and the Trustee shall execute any documents
reasonably required in order to acknowledge the release of such Guarantor from
its obligations under its Subsidiary Guarantee endorsed on the Securities of a
series and under this Article Thirteen.

SECTION 1305.  Additional Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, the Company will cause any Subsidiary of the Company that
becomes a Subsidiary after the date the Securities of a series are first issued
hereunder to become a Guarantor as soon as practicable after such Subsidiary
becomes a Subsidiary. The Company shall cause any such Subsidiary to

                                       72


become a Guarantor with respect to the Securities 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 and (ii) an
Opinion of Counsel to the effect that such supplemental indenture has been duly
authorized and executed by such Person and such supplemental indenture and such
Person's obligations under its Subsidiary Guarantee and this Indenture
constitute the legal, valid, binding and enforceable obligations of such Person
(subject to such customary exceptions concerning creditors' rights and equitable
principles as may be acceptable to the Trustee in its discretion).



                                ARTICLE FOURTEEN

                             [INTENTIONALLY DELETED]


                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501.  Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option, at any time to have, Section 1502
or Section 1503 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1502 or 1503, in accordance with any applicable requirements
provided pursuant to Section 301 and, upon compliance with the conditions set
forth below in this Article Fifteen (the "Defeased Securities"). Any such
election shall be evidenced in or pursuant to a Board Resolution or in another
manner specified as contemplated by Section 301 for such Securities.

SECTION 1502.  Defeasance and Discharge.

         Upon the Company's exercise under Section 1501 of the option (if any)
applicable to this Section 1502, 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 1504 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 1505 and the other Sections of this Indenture referred to in
(i) and (ii) 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: (i) the rights of
Holder of Defeased Securities to receive, solely from the trust fund described
in Section 1504 and as more fully set forth in such Section,

                                       73


payments in respect of the principal of, premium, if any, and interest on, such
Securities, when such payments are due, (ii) the Company's obligations with
respect to such Defeased Securities under Sections 304, 305, 306, 1002 and 1003,
(iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including, without limitation, the Trustee's rights under Section
607, and (iv) this Article Fifteen. Subject to compliance with this Article
Fifteen, the Company may exercise its option (if any) under this Section 1502
notwithstanding the prior exercise of its option (if any) under Section 1503
with respect to such Securities.

SECTION 1503.  Covenant Defeasance.

         Upon the Company's exercise under Section 1501 of the option (if any)
applicable to this Section 1503, the Company and each Guarantor shall be
released from its obligations under any covenant or provision contained or
referred to in Sections 1006 through 1008, inclusive, the provisions of clause
(iii) of Section 801 (1), and any covenants or provisions provided pursuant to
Section 301(21), 901(2), 902(5) or 901(7) for the benefit of the Holders of such
Securities with respect to the Defeased Securities, on and after the date the
conditions set forth in Section 1504 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 or provided pursuant to 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 50l, (4), (5), (6) or (10) but, except as
specified above, the remainder of this Indenture and such Defeased Securities
shall be unaffected thereby.

SECTION 1504.  Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1502 or Section 1503 to any Securities or any series of Securities, as the case
may be:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee that satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article Fifteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefits of the
         Holders of such Securities, money, cash in United States dollars or
         U.S. Government Obligations or 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 or any such other qualifying trustee to pay and discharge, the
         principal of, premium, if any, and interest on, such Securities on the
         Stated Maturities of such principal or interest (or on any date after
         which such Securities or series of Securities, as the case may be
         defeased as designated

                                       74


         pursuant to Section 301 (such date being referred to as the "Defeasance
         Redemption Date") if at or prior to electing to either its option
         applicable to Section 1502 or its option applicable to Section 1503,
         the Company has delivered to the Trustee an irrevocable notice to
         redeem such Securities on the Defeasance Redemption Date). For this
         purpose, "U.S. Government Obligation" means (x) any security which is
         (i) a direct obligation of the United States of America for the timely
         payment of which its full faith and credit is pledged or (ii) an
         obligation 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 unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case, is not callable or redeemable at the option of the issuer
         thereof, and shall also include (y) any depositary receipt issued by a
         bank (as defined in Section 3(a)(2) of the Securities Act) as custodian
         with respect to any 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 1502, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date hereof, there
         has been a change in the applicable federal income tax law, in either
         case to the effect that, and based thereon such opinion shall confirm
         that, the Holders of such 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 be the case if such Defeasance
         had not occurred;

                  (3) In the case of an election under Section 1503, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of such 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
         amount, in the same manner and at the same times as would be 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(7) or
         (8) is concerned, at any time during the period ending on the 91st days
         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 Significant
         Subsidiary Guarantor is a party or to which it is bound);

                                       75


                  (5) The Company shall have delivered to the Trustee an
         Officer's Certificate to the effect that neither such Securities nor
         any other Securities of the same series, if then listed on any
         securities exchange, will be delisted as a result of such deposit;

                  (6) 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);

                  (7) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         any other material agreement or instrument to which the Company, any
         Guarantor or any Significant Subsidiary is a party or by which it is
         bound;

                  (8) 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;

                  (9) 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;

                  (10) 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 Subsidiary 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;

                  (11) 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

                  (12) 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 1502 or the Covenant Defeasance under
         Section 1503 (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

                                       76


of the type required, which certificates shall be limited as to matters of fact,
including that various financial covenants have been complied with.

SECTION 1505. Deposited Money and U.S. Government Obligations to Be Held in
Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money, United States dollars and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee (solely
for the purposes of this Section and Section 1506, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
1504 in respect of any 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 such Paying Agent
(excluding the Company or any of its Affiliates acting as its own 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 1504 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 Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, United States dollars or U.S. Government Obligations held by it as
provided in Section 1504 with respect to any Securities 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 the
Defeasance or Covenant Defeasance.

SECTION 1506.  Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money, United
States dollars or U.S. Government Obligations in accordance with Section 1502 or
1503, 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 Subsidiary Guarantee shall
be revived and reinstated, with present and prospective effect, as though no
deposit had occurred pursuant to Section 1502 or 1503, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money,
United States dollars or U.S. Government Obligations in accordance with Section
1502 or 1503, as the case may be; provided, however, that if the Company makes
any payment to the Trustee or Paying Agent of principal, premium, if any, or
interest on any Security following such reinstatement of its obligations, the
Trustee or Paying Agent shall promptly pay and 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

                                       77


the money, United States dollars or U.S. Government Obligations held by the
Trustee or Paying Agent.


                                 ARTICLE SIXTEEN

                                  SINKING FUNDS

SECTION 1601.  Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities. The minimum amount of any
sinking fund payment provided for by the terms of any Securities is herein
referred to as a "mandatory sinking fund payment," and any payment in excess of
such minimum amount provided for by the terms of such Securities is herein
referred to as an "optional sinking fund payment," If provided for by the terms
of any Securities, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1602. Each sinking fund payment shall be
applied to the redemption of Securities as provided for by the terms of such
Securities.

SECTION 1602.  Satisfaction of Sinking Fund Payments with Securities.

         The Company (i) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (ii) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1603.  Redemption of Securities for Sinking Fund.

         Not less than 35 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1602 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 32 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner

                                       78


provided in Section 1104. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.

                            _________________________

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

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                          SONIC AUTOMOTIVE, INC.


                                          By:___________________________________

Attest:

________________________

                                          [Signature Blocks for Guarantors]


                                          By:___________________________________

Attest:

________________________

                                       79


STATE OF NEW YORK)
                          )
COUNTY OF NEW YORK        )

         On the _____ day of _________, _____, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of _______________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

__________________________


STATE OF NEW YORK         )
                          ) ss:
COUNTY OF NEW YORK        )

         On the _____ day of _________, _____, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of _______________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
___________________________

                                       80


                                   SCHEDULE 1

                                   GUARANTORS


SUBSIDIARY                                                 STATE OF ORGANIZATION
- ----------                                                 ---------------------

Autobahn, Inc.................................................. California
Capitol Chevrolet and Imports, Inc............................. Alabama
Cobb Pontiac Cadillac, Inc..................................... Alabama
FA Service Corporation......................................... California
FAA Auto Factory, Inc.......................................... California
FAA Beverly Hills, Inc......................................... California
FAA Capitol N, Inc............................................. California
FAA Concord H, Inc............................................. California
FAA Concord N, Inc............................................. California
FAA Concord T, Inc............................................. California
FAA Dublin N, Inc.............................................. California
FAA Dublin VWD, Inc............................................ California
FAA Holding Corp............................................... California
FAA Las Vegas H, Inc........................................... Nevada
FAA Marin D, Inc............................................... California
FAA Marin F, Inc............................................... California
FAA Marin LR, Inc.............................................. California
FAA Poway D, Inc............................................... California
FAA Poway G, Inc............................................... California
FAA Poway H, Inc............................................... California
FAA Poway T, Inc............................................... California
FAA San Bruno, Inc............................................. California
FAA Santa Monica V, Inc........................................ California
FAA Serramonte H, Inc.......................................... California
FAA Serramonte L, Inc.......................................... California
FAA Serramonte, Inc............................................ California
FAA Stevens Creek, Inc......................................... California
FAA Torrance CPJ, Inc.......................................... California
FAA Woodland Hills VW, Inc..................................... California
FirstAmerica Automotive, Inc................................... Delaware
Fort Mill Chrysler-Plymouth-Dodge Inc.......................... South Carolina
Fort Mill Ford, Inc............................................ South Carolina
Franciscan Motors, Inc......................................... California
Freedom Ford, Inc.............................................. Florida
Frontier Oldsmobile-Cadillac, Inc.............................. North Carolina
HMC Finance Alabama, Inc. ..................................... Alabama
Kramer Motors Incorporated..................................... California
L Dealership Group, Inc........................................ Texas

                                       81


Marcus David Corporation....................................... North Carolina
Riverside Nissan, Inc.......................................... Oklahoma
Royal Motor Company, Inc....................................... Alabama
Santa Clara Imported Cars, Inc................................. California
Smart Nissan, Inc.............................................. California
Sonic Automotive-Bondesen, Inc................................. Florida
Sonic Automotive of Chattanooga, LLC........................... Tennessee
Sonic Automotive-Clearwater, Inc...............................  Florida
Sonic Automotive Collision Center of Clearwater, Inc.
 ............................................................... Florida
Sonic Automotive F&I, LLC...................................... Nevada
Sonic Automotive of Georgia, Inc............................... Georgia
Sonic Automotive of Nashville, LLC............................. Tennessee
Sonic Automotive of Nevada, Inc................................ Nevada
Sonic Automotive Servicing Company, LLC........................ Nevada
Sonic Automotive of Tennessee, Inc............................. Tennessee
Sonic Automotive of Texas, L.P................................. Texas
Sonic Automotive West, LLC..................................... Nevada
Sonic Automotive-1307 N. Dixie Hwy., NSB, Inc.................. Florida
Sonic Automotive-1400 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1455 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1495 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1500 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1720 Mason Ave., DB, Inc...................... Florida
Sonic Automotive-1720 Mason Ave., DB, LLC...................... Florida
Sonic Automotive-1919 N. Dixie Hwy., NSB, Inc.................. Florida
Sonic Automotive-21699 U.S. Hwy 19 N., Inc..................... Florida
Sonic Automotive-241 Ridgewood Ave., HH, Inc................... Florida
Sonic Automotive 2424 Laurens Rd., Greenville,
Inc............................................................ South Carolina
Sonic Automotive-2490 South Lee Highway, LLC................... Tennessee
Sonic Automotive 2752 Laurens Rd., Greenville,
Inc............................................................ South Carolina
Sonic Automotive-3401 N. Main, TX, L.P......................... Texas
Sonic Automotive-3700 West Broad Street,
Columbus, Inc.................................................. Ohio
Sonic Automotive-3741 S. Nova Rd., PO, Inc..................... Florida
Sonic Automotive-4000 West Broad Street,
Columbus, Inc.................................................. Ohio
Sonic Automotive-4701 I-10 East, TX, L.P....................... Texas
Sonic Automotive-5221 I-10 East, TX, L.P....................... Texas
Sonic Automotive 5260 Peachtree Industrial Blvd.,

                                       82


LLC............................................................ Georgia
Sonic Automotive-5585 Peachtree Industrial Blvd.,
LLC............................................................ Georgia
Sonic Automotive-6008 N. Dale Mabry, FL, Inc................... Florida
Sonic Automotive-6025 International Drive, LLC................. Tennessee
Sonic Automotive-9103 E. Independence, NC, LLC................. North Carolina
Sonic-2185 Chapman Rd., Chattanooga, LLC....................... Tennessee
Sonic-Camp Ford, L.P........................................... Texas
Sonic-Carrollton V, L.P........................................ Texas
Sonic Chrysler-Plymouth-Jeep, LLC.............................. North Carolina
Sonic-Classic Dodge, Inc....................................... Alabama
Sonic Dodge, LLC............................................... North Carolina
Sonic-Fitzgerald Chevrolet, LLC................................ North Carolina
Sonic-FM Automotive, LLC....................................... Florida
Sonic-FM , Inc................................................. Florida
Sonic-FM Nissan, Inc........................................... Florida
Sonic-FM VW, Inc............................................... Florida
Sonic-Fort Worth T, L.P........................................ Texas
Sonic-Freeland, Inc............................................ Florida
Sonic-Global Imports, L.P...................................... Georgia
Sonic-Glover, Inc.............................................. Oklahoma
Sonic-Integrity Dodge LV, LLC.................................. Nevada
Sonic-Las Vegas C East, LLC.................................... Nevada
Sonic-Las Vegas C West, LLC.................................... Nevada
Sonic-Lloyd Nissan, Inc........................................ Florida
Sonic-Lloyd Pontiac-Cadillac, Inc.............................. Florida
Sonic-Lute Riley, L. P......................................... Texas
Sonic-Manhattan Fairfax, Inc................................... Virginia
Sonic-Manhattan Waldorf, Inc................................... Maryland
Sonic-Montgomery FLM, Inc...................................... Alabama
Sonic-Newsome Chevrolet World, Inc............................. South Carolina
Sonic-Newsome of Florence, Inc................................. South Carolina
Sonic-North Charleston, Inc.................................... South Carolina
Sonic-North Charleston Dodge, Inc.............................. South Carolina
Sonic Peachtree Industrial Blvd., L.P.......................... Georgia
Sonic-Reading, L.P............................................. Texas
Sonic-Richardson F, L.P........................................ Texas
Sonic-Riverside, Inc........................................... Oklahoma
Sonic-Riverside Auto Factory, Inc.............................. Oklahoma
Sonic-Rockville Imports, Inc................................... Maryland
Sonic-Rockville Motors, Inc.................................... Maryland
Sonic-Sam White Nissan, L.P.................................... Texas
Sonic-Sam White Oldsmobile, L.P................................ Texas
Sonic-Shottenkirk, Inc......................................... Florida
Sonic-Stevens Creek B, Inc..................................... California
Sonic-Superior Oldsmobile, LLC................................. Tennessee

                                       83


Sonic of Texas, Inc............................................ Texas
Sonic-Volvo LV, LLC............................................ Nevada
Sonic-Williams Buick, Inc...................................... Alabama
Sonic-Williams Cadillac, Inc................................... Alabama
Sonic-Williams Imports, Inc.................................... Alabama
Sonic-Williams Motors, LLC..................................... Alabama
Speedway Chevrolet, Inc........................................ Oklahoma
SRE Alabama-2, LLC............................................. Alabama
SRE Alabama-3, LLC............................................. Alabama
SRealEstate Arizona-1, LLC..................................... Arizona
SRealEstate Arizona-2, LLC..................................... Arizona
SRealEstate Arizona-3, LLC..................................... Arizona
SRealEstate Arizona-4, LLC..................................... Arizona
SRE Florida-1, LLC............................................. Florida
SRE Florida-2, LLC............................................. Florida
SRE Florida-3, LLC............................................. Florida
SRE Georgia-1, L.P............................................. Georgia
SRE Georgia-2, L.P............................................. Georgia
SRE Georgia-3, L.P............................................. Georgia
SRE Holding, LLC............................................... North Carolina
SRE Nevada-1, LLC.............................................. Nevada
SRE Nevada-2, LLC.............................................. Nevada
SRE Nevada-3, LLC.............................................. Nevada
SRE South Carolina-1, LLC...................................... South Carolina
SRE South Carolina-2, LLC...................................... South Carolina
SRE Tennessee-1, LLC........................................... Tennessee
SRE Tennessee-2, LLC........................................... Tennessee
SRE Tennessee-3, LLC........................................... Tennessee
SRE Texas-1, L.P............................................... Texas
SRE Texas-2, L.P............................................... Texas
SRE Texas-3, L.P............................................... Texas
SRE Virginia-1, LLC............................................ Virginia
Stevens Creek Cadillac, Inc.................................... California
Town and Country Chrysler-Plymouth-Jeep, LLC................... Tennessee
Town and Country Chrysler-Plymouth-Jeep of
Rock Hill, Inc................................................. South Carolina
Town and Country Dodge of Chattanooga, LLC..................... Tennessee
Town and Country Ford, Incorporated............................ North Carolina
Town and Country Ford of Cleveland, LLC........................ Tennessee
Town and Country Jaguar, LLC................................... Tennessee
Transcar Leasing, Inc.......................................... California
Village Imported Cars, Inc..................................... Maryland
Windward, Inc.................................................. Hawaii

                                       84

EX-4.7

                                                                     Exhibit 4.7



================================================================================


                             Sonic Automotive, Inc.,
                                    as Issuer

                                       and

                          The Guarantors named herein,
                                  as Guarantors

                                       TO

                         ------------------------------
                                     Trustee



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


                             SUBORDINATED INDENTURE

                          Dated as of __________, 2000


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



================================================================================


                                TABLE OF CONTENTS

                                   ----------


                                                                                                               Page
                                                                                                               ----


                                                                                                           
ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................2
   SECTION 101.  Definitions......................................................................................2
   SECTION 102.  Compliance Certificates and Opinions............................................................12
   SECTION 103.  Form of Documents Delivered to Trustee..........................................................13
   SECTION 104.  Acts of Holders; Record Dates...................................................................14
   SECTION 105.  Notices, Etc., to Trustee and Company...........................................................15
   SECTION 106.  Notice to Holders; Waiver.......................................................................15
   SECTION 107.  Conflict with Trust Indenture Act...............................................................16
   SECTION 108.  Effect of Headings and Table of Contents........................................................16
   SECTION 109.  Successors and Assigns..........................................................................16
   SECTION 110.  Separability Clause.............................................................................16
   SECTION 111.  Benefits of Indenture...........................................................................16
   SECTION 112.  Governing Law...................................................................................16
   SECTION 113.  Legal Holidays..................................................................................17

ARTICLE TWO  SECURITY FORMS......................................................................................17
   SECTION 201.  Forms Generally.................................................................................17
   SECTION 202.  Form of Face of Security........................................................................17
   SECTION 203.  Form of Reverse of Security.....................................................................19
   SECTION 204.  Form of Subsidiary Guarantee....................................................................23
   SECTION 205.  Form of Legend for Global Securities............................................................24
   SECTION 206.  Form of Trustee's Certificate of Authentication.................................................24

ARTICLE THREE  THE SECURITIES....................................................................................24
   SECTION 301.  Amount Unlimited; Issuable in Series............................................................24
   SECTION 302.  Denominations...................................................................................27
   SECTION 303.  Execution, Authentication, Delivery and Dating..................................................27
   SECTION 304.  Temporary Securities............................................................................29
   SECTION 305.  Registration, Registration of Transfer and Exchange.............................................29
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities................................................31
   SECTION 307.  Payment of Interest; Interest Rights Preserved..................................................32
   SECTION 308.  CUSIP Numbers...................................................................................33
   SECTION 309.  Persons Deemed Owners...........................................................................33
   SECTION 310.  Cancellation....................................................................................33
   SECTION 311.  Computation of Interest.........................................................................34

ARTICLE FOUR  SATISFACTION AND DISCHARGE.........................................................................34
   SECTION 401.  Satisfaction and Discharge of Indenture.........................................................34
   SECTION 402.  Application of Trust Money......................................................................35

ARTICLE FIVE  REMEDIES...........................................................................................35
   SECTION 501.  Events of Default...............................................................................35
   SECTION 502.  Acceleration of Maturity; Rescission and Annulment..............................................37
   SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.................................38
   SECTION 504.  Trustee May File Proofs of Claim................................................................39
   SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.....................................40
   SECTION 506.  Application of Money Collected..................................................................40
   SECTION 507.  Limitation on Suits.............................................................................41
   SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.......................41


                                       i




                                                                                                          
   SECTION 509.  Restoration of Rights and Remedies..............................................................42
   SECTION 510.  Rights and Remedies Cumulative..................................................................42
   SECTION 511.  Delay or Omission Not Waiver....................................................................42
   SECTION 512.  Control by Holders..............................................................................42
   SECTION 513.  Waiver of Past Defaults.........................................................................43
   SECTION 514.  Undertaking for Costs...........................................................................43
   SECTION 515.  Waiver of Usury, Stay or Extension Laws.........................................................43
   SECTION 516.  Remedies Subject to Applicable Law..............................................................44

ARTICLE SIX  THE TRUSTEE.........................................................................................44
   SECTION 601.  Certain Duties and Responsibilities.............................................................44
   SECTION 602.  Notice of Defaults..............................................................................45
   SECTION 603.  Certain Rights of Trustee.......................................................................45
   SECTION 604.  Not Responsible for Recitals or Issuance of Securities..........................................47
   SECTION 605.  May Hold Securities.............................................................................47
   SECTION 606.  Money Held in Trust.............................................................................47
   SECTION 607.  Compensation and Reimbursement..................................................................48
   SECTION 608.  Conflicting Interests...........................................................................48
   SECTION 609.  Corporate Trustee Required; Eligibility.........................................................48
   SECTION 610.  Resignation and Removal; Appointment of Successor...............................................49
   SECTION 611.  Acceptance of Appointment by Successor..........................................................50
   SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.....................................51
   SECTION 613.  Preferential Collection of Claims Against Company and Guarantors................................51
   SECTION 614.  Appointment of Authenticating Agent.............................................................52

ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................53
   SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.......................................53
   SECTION 702.  Disclosure of Names and Addresses of Holders....................................................53
   SECTION 703.  Reports by Trustee..............................................................................54
   SECTION 704.  Reports by Company and Guarantors...............................................................54

ARTICLE EIGHT  CONSOLIDATION, MERGER OR SALE OF ASSETS...........................................................55
   SECTION 801.  Company and Guarantors May Consolidate, Etc., Only on Certain Terms.............................55
   SECTION 802.  Successor Substituted...........................................................................57

ARTICLE NINE   SUPPLEMENTAL INDENTURES...........................................................................57
   SECTION 901.  Supplemental Indentures and Agreements Without Consent of Holders...............................57
   SECTION 902.  Supplemental Indentures With Consent of Holders.................................................58
   SECTION 903.  Execution of Supplemental Indentures............................................................60
   SECTION 904.  Effect of Supplemental Indentures...............................................................60
   SECTION 905.  Conformity with Trust Indenture Act.............................................................60
   SECTION 906.  Reference in Securities to Supplemental Indentures..............................................60

ARTICLE TEN  COVENANTS...........................................................................................61
   SECTION 1001.  Payment of Principal, Premium and Interest.....................................................61
   SECTION 1002.  Maintenance of Office or Agency................................................................61
   SECTION 1003.  Money for Securities Payments to Be Held in Trust..............................................61
   SECTION 1004.  Statement by Officers as to Default............................................................63
   SECTION 1005.  Existence......................................................................................63
   SECTION 1006.  Maintenance of Properties......................................................................63
   SECTION 1007.  Payment of Taxes and Other Claims..............................................................64
   SECTION 1008.  Maintenance of Insurance.......................................................................64
   SECTION 1009.  Waiver of Certain Covenants....................................................................64

ARTICLE ELEVEN  REDEMPTION OF SECURITIES.........................................................................65
   SECTION 1101.  Applicability of Article.......................................................................65
   SECTION 1102.  Election to Redeem; Notice to Trustee..........................................................65


                                       ii




                                                                                                          
   SECTION 1103.  Selection by Trustee of Securities to Be Redeemed..............................................65
   SECTION 1104.  Notice of Redemption...........................................................................66
   SECTION 1105.  Deposit of Redemption Price....................................................................67
   SECTION 1106.  Securities Payable on Redemption Date..........................................................67
   SECTION 1107.  Securities Redeemed in Part....................................................................67

ARTICLE TWELVE  SUBORDINATION OF SECURITIES......................................................................68
   SECTION 1201.  Applicability of Article.......................................................................68
   SECTION 1202.  Securities Subordinate to Senior Indebtedness of the Company...................................68
   SECTION 1203.  Payment Over of Proceeds Upon Dissolution, Etc.................................................68
   SECTION 1204.  Suspension of Payment When Senior Indebtedness of the Company in Default.......................69
   SECTION 1205.  Payment Permitted If No Default................................................................71
   SECTION 1206.  Subrogation to Rights of Holders of Senior Indebtedness of the Company.........................71
   SECTION 1207.  Provisions Solely to Define Relative Rights....................................................71
   SECTION 1208.  Trustee to Effectuate Subordination............................................................72
   SECTION 1209.  No Waiver of Subordination Provisions..........................................................72
   SECTION 1210.  Notice to Trustee..............................................................................73
   SECTION 1211.  Reliance on Judicial Order or Certificate of Liquidating Agent.................................73
   SECTION 1212.  Rights of Trustee as Holder of Senior Indebtedness of the Company;
                  Preservation of Trustee's Rights...............................................................74
   SECTION 1213.  Article Applicable to Paying Agents............................................................74

ARTICLE THIRTEEN  SUBSIDIARY GUARANTEE...........................................................................75
   SECTION 1301.  Applicability of Article.......................................................................75
   SECTION 1302.  Subsidiary Guarantee...........................................................................75
   SECTION 1303.  Execution and Delivery of Subsidiary Guarantees................................................77
   SECTION 1304.  Release of Guarantors..........................................................................77
   SECTION 1305.  Additional Guarantors..........................................................................78

ARTICLE FOURTEEN  [Reserved].....................................................................................78

ARTICLE FIFTEEN  DEFEASANCE AND COVENANT DEFEASANCE..............................................................78
   SECTION 1501.  Company's Option to Effect Defeasance or Covenant Defeasance...................................78
   SECTION 1502.  Defeasance and Discharge.......................................................................78
   SECTION 1503.  Covenant Defeasance............................................................................79
   SECTION 1504.  Conditions to Defeasance or Covenant Defeasance................................................79
   SECTION 1505.  Deposited Money and U.S. Government Obligations to Be Held in Trust;
                  Miscellaneous Provisions.......................................................................82
   SECTION 1506.  Reinstatement..................................................................................82

ARTICLE SIXTEEN  SINKING FUNDS...................................................................................83
   SECTION 1601.  Applicability of Article.......................................................................83
   SECTION 1602.  Satisfaction of Sinking Fund Payments with Securities..........................................83
   SECTION 1603.  Redemption of Securities for Sinking Fund......................................................83

SCHEDULE 1  GUARANTORS...........................................................................................86


                                       iii


          CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
          THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
          -----------------------------------------------------------



TRUST INDENTURE
ACT SECTION                                                            INDENTURE SECTION
- ----------------------------------------------------------------------------------------
                                                                                 
Sections 310.....(a) (1)................................................................609
                 (a) (2) ...............................................................609
                 (a) (3)................................................................Not Applicable
                 (a) (4)................................................................Not Applicable
                 (b)....................................................................608
Sections 311     (a)....................................................................613
                 (b)....................................................................613
Section 312      (a)....................................................................701
                 .......................................................................702
                 (b)....................................................................702
                 (c)....................................................................702
Sections 313     (a)....................................................................703
                 (b)....................................................................703
                 (c)....................................................................703
                 (d)....................................................................703
Sections 314     (a)....................................................................704
                 (a) (4)................................................................101
                 .......................................................................1004
                 (b)....................................................................Not Applicable
                 (c) (1)................................................................102
                 (c) (2)................................................................102
                 (c) (3)................................................................Not Applicable
                 (d)....................................................................Not Applicable
                 (e)....................................................................102
Sections 315     (a)....................................................................601
                 (b)....................................................................602
                 (c)....................................................................601
                 (d)....................................................................601
                 (e)....................................................................514
Sections 316     (a)....................................................................101
                 (a) (1) (A)............................................................502
                 .......................................................................512
                 (a) (1) (B)............................................................513
                 (a) (2)................................................................Not Applicable
                 (b)....................................................................508
                 (c)....................................................................104
Sections 317     (a) (1)................................................................503
                 (a) (2)................................................................504
                 (b)....................................................................1003
Sections 318     (a)....................................................................107


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

                                       1


         INDENTURE, dated as of _____________, 2000, among Sonic Automotive,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 5401 East
Independence Boulevard, Charlotte, North Carolina 28212, each of the Guarantors
(as hereinafter defined) and ______________________________, as Trustee (the
"Trustee").


                   RECITALS OF THE COMPANY AND THE GUARANTORS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

         Each Guarantor has duly authorized the issuance of a guarantee of the
Securities, and to provide therefore, each guarantor has duly authorized the
execution and delivery of this Indenture to provide for its guarantee of the
Securities to the extent provided in or pursuant to this Indenture.

         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 or of series
thereof, as follows:


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided herein or in any supplemental indenture or unless the context otherwise
requires:

                                       2


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

                  (2) 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;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles;

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

                  (5) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and

                  (6) 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.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 104.

         "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 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 the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means, with respect to the Company, either the
board of directors of the Company or any committee of that board duly authorized
to act for it in respect hereof, and with respect to any Guarantor, either the
board of directors of such Guarantor or any committee of that board duly
authorized to act for it in respect hereof.

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

                                       3


         "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions or trust companies in that Place of Payment 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 generally accepted
accounting principles, 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.

         "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 instrument 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 the Person named as the "Company" in the first
paragraph of this instrument 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 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.

         "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
______________________________________________________.

         "Corporation" means a corporation, association, company, joint-stock
company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1503.

                                       4


         "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.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Defeasance" has the meaning specified in Section 1502.

         "Defeasance Redemption Date" has the meaning specified in Section 1504.

         "Defeased Securities" has the meaning specified in Section 1501.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301.

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

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated by the Commission thereunder.

         "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.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 205 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "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

                                       5


maintain the net worth, solvency or other financial condition of the debtor or
to cause 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.

         "Guarantors" means (i) the subsidiaries listed in Schedule I hereto;
(ii) any successor of the foregoing; and (iii) each other Subsidiary of the
Company that becomes a Guarantor in accordance with Section 1305 hereof; in each
case (i), (ii) and (iii) until such Guarantor ceases to be such in accordance
with Section 1304 hereof.

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

         "Indebtedness" or "Debt" 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
Significant 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 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 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. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.

                                       6


         "Initial Period" has the meaning specified in Section 1204.

         "Interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "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.

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "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, Capital Lease Obligation or other title retention agreement.

         "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Notice of Default" means a written notice of the kind specified in
Section 501(4).

         "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 a Guarantor, as the case may be, and in form and
substance reasonably satisfactory to, and delivered to, the Trustee.

         "Opinion of Counsel" means, as to the Company or a Guarantor, a written
opinion of counsel, who may be counsel for the Company or such Guarantor, as the
case may be, and who shall be acceptable 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.

                                       7


         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

                  (1) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

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

                  (3) Securities, to the extent provided in Sections 1502 and
         1503, with respect to which the Company has effected Defeasance or
         Covenant Defeasance as provided in Article Fifteen; and

                  (4) 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
         satisfactory to each of them that such Securities are held by a bona
         fide purchaser in whose hands such Securities are valid obligations of
         the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company, any Guarantor or any other obligor upon the Securities or
any Affiliate of the Company, any Guarantor or of 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,

                                       8


notice, consent, waiver or other action, 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 satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company, a Guarantor or any
other obligor upon the Securities or any Affiliate of the Company, a Guarantor
or of such other obligor.

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

         "Payment Blockage Period" has the meaning specified in Section 1204.

         "Permitted Junior Securities" has the meaning specified in Section
1204.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
Security 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 306 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.

         "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.

         "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 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, 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, means the price at which it is to be redeemed pursuant to this
Indenture.

                                       9


         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "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.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time and the rules and
regulations promulgated by the Commission thereunder.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

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

         "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 the issue date of the
Securities of any series under this Indenture 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 not include (i)
Indebtedness evidenced by the 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.

                                       10


         "Senior Non-payment Default" has the meaning specified in Section 1204.

         "Senior Payment Default" has the meaning specified in Section 1204.

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

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

         "Subsidiary" of any Person means (i) a 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 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 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.

         "Subsidiary Guarantee" means the guarantee by any Guarantor of the
Company's obligation under this Indenture or any other obligor under this
Indenture or under the Securities, including any other 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 of any series and the performance of all other obligations to the
Trustee and the Holders under this Indenture and the Securities of any series,
according to the respective terms hereof and thereof.

         "Surviving Entity" has the meaning specified in Section 801.

         "Surviving Guarantor Entity" has the meaning specified in Section 801.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

                                       11


         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         "Voting Stock" of any Person 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 Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 102.  Compliance Certificates and Opinions.

         Upon any application or request by the Company or any Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company
and any Guarantor (if applicable), and any other obligor on 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,

                  (1) 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;

                                       12


                  (2) 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;

                  (3) a statement that, in the opinion of each such individual
         or 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

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

SECTION 103.  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 of counsel 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, 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 accounts filed with the Trustee shall contain a statement that such firm
is independent with respect to the Company.

                                       13


         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 104.  Acts of Holders; Record Dates.

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted 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 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.

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

         (3) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of 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,
omitted or suffered 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.

         (4) 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 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.

         (5) 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

                                       14


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.

         (6) 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 105.  Notices, Etc., to Trustee and Company.

         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:

                  (1) 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(4)) 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

                  (2) the Company or any Guarantor by the Trustee or by any
         Holder shall be sufficient for every purpose (except as provided in
         Section 501(4)) hereunder if in writing and mailed, first-class postage
         prepaid, in the case of the Company or such Guarantors addressed to it
         at the address of its principal office specified in the first paragraph
         of this instrument or at any other address previously furnished in
         writing to the Trustee by the Company or such Guarantor.

SECTION 106.  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 his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), 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

                                       15


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 give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107.  Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act or another provision which is required or deemed to
be included in this Indenture by any provision of the Trust Indenture Act, the
provision or requirements 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 108.  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.

SECTION 109.  Successors and Assigns.

         All covenants and agreements in this Indenture by the Company and any
Guarantor shall bind its successors and assigns, whether so expressed or not.

SECTION 110.  Separability Clause.

         In case any provision in this Indenture, the Securities or the
Subsidiary 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 111.  Benefits of Indenture.

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

SECTION 112.  Governing Law.

         This Indenture, the Securities and the Subsidiary Guarantees shall be
governed by and construed in accordance with the law of the State of New York,
without giving effect to the conflicts of laws principles thereof.

                                       16


SECTION 113.  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, purchase
date or Stated Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
the Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date or purchase date, or at the 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.


                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.  Forms Generally.

         The Securities of each series and, if applicable, the Subsidiary
Guarantees to be endorsed thereon shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, 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 or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities or Subsidiary Guarantees,
as the case may be, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

SECTION 202.  Form of Face of Security.

         The form of the face of any Security authenticated and delivered
hereunder shall be substantially as follows:

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

                                       17



                             Sonic Automotive, Inc.

                     ______________________________________
                                                                     CUSIP NO.__
No.__________                                                         $ ________

         Sonic Automotive, Inc. a corporation duly organized and existing under
the laws of Delaware (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 ________________________ [if the Security is to bear interest prior
to Maturity, insert -- , and to pay interest thereon from _____________ or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ____________ and ____________ in each year,
commencing _________, at the rate of ____% per annum, until the principal hereof
is paid or made available for payment, provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at
the rate of ____% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand. 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 one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _______ or _______ (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 will 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 one or more 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 of this series 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 of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ______% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that

                                       18


purpose in ____________, 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 at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in 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.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, 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 under its corporate seal.

Dated:

                                                SONIC AUTOMOTIVE, INC.


                                                By:_____________________________

Attest:

_______________________


SECTION 203.  Form of Reverse of Security.

         The form of the reverse of the Securities shall be substantially as
follows:

                             Sonic Automotive, Inc.
                          ____________________________

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, 2000 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), among the Company, the Guarantors named therein and
___________________, as Trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Guarantors, the
Trustee, the holders of Senior Indebtedness of the Company and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert -- , limited in aggregate principal
amount to $__________].

                                       19


         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___________ in any year commencing with the year ______ and ending with
the year ______ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after __________, 20__], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert -- on
or before _______________, ___%, and if redeemed] during the 12-month period
beginning _____________ of the years indicated,

   Year        Redemption Price               Year         Redemption Price
   ----        ----------------               ----         ----------------


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ____________ in
any year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ____________ of the years indicated,

                               Redemption Price               Redemption Price
     For Otherwise              For Redemption                   Redemption
       Operation               Through Operation                Than Through
       Year Fund              of the Sinking Fund              of the Sinking
       ---------              -------------------              --------------



and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to _____________, redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation

                                       20


by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on ____________ in each year beginning with the year _______ and
ending with the year ______ of [if applicable, insert -- not less than $
_________ ("mandatory sinking fund") and not more than] $ ________ aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness of the Company, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

         [If applicable, insert -- As provided in the Indenture and subject to
certain limitations therein set forth, the obligations of the Company under this
Security are guaranteed on a senior subordinated basis pursuant to the
Subsidiary Guarantees endorsed hereon. The Indenture provides that a Guarantor
shall be released from its Subsidiary Guarantee upon compliance with certain
conditions.]

         [If applicable, insert -- The Indenture contains provisions for
Defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

         [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of

                                       21


interest on any overdue principal, premium and interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
premium and interest, if any, on the Securities of this series shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by 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.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

         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, which
is absolute and unconditional, to pay the principal of and any premium 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 any place where the principal of and any
premium and interest on this Security are payable, 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 his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

                                       22


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

         No service charge shall be made for any such registration of transfer
or exchange, 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, the Trustee and any agent of the Company 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 be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204.  Form of Subsidiary Guarantee.

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

                              SUBSIDIARY GUARANTEE

         For value received, each of the Guarantors named (or deemed herein to
be named) below 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, and 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 the Indenture. This Subsidiary Guarantee will not become effective
until the Trustee duly executes the certificate of authentication on this
Security. These Subsidiary 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.

         IN WITNESS WHEREOF, each of the Guarantors has caused this Subsidiary
Guarantee to be duly executed.

                                                 [Insert Names of Guarantors]


                                                 By: ___________________________
                                                 Title:_________________________


                                       23


Attest:

_____________________


SECTION 205.  Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

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 THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 206.  Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                             ___________________________________
                                                                      As Trustee

                                             By:________________________________
                                                              Authorized Officer


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

                                       24


                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of any other
         series);

                  (2) if the Securities of the series will not have the benefit
         of the Subsidiary Guarantees of the Guarantors;

                  (3) any change to the subordination provisions which applies
         to the Securities of the series from those contained in Article Twelve
         with respect to the Securities and the definitions of Senior
         Indebtedness of the Company which shall apply to the Securities of the
         series, and, if applicable, the Subsidiary Guarantees;

                  (4) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (5) the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (6) the date or dates on which the principal of any Securities
         of the series is payable;

                  (7) the rate or rates at which any Securities of the series
         shall bear interest, if any, the date or dates from which any such
         interest shall accrue, the Interest Payment Dates on which any such
         interest shall be payable and the Regular Record Date for any such
         interest payable on any Interest Payment Date;

                  (8) the place or places where the principal of and any premium
         and interest on any Securities of the series shall be payable;

                  (9) the period or periods within which, the price or prices at
         which and the terms and conditions upon which any Securities of the
         series may be redeemed, in whole or in part, at the option of the
         Company and, if other than by a Board Resolution, the manner in which
         any election by the Company to redeem the Securities shall be
         evidenced;

                  (10) the obligation, if any, of the Company to redeem or
         purchase any Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of the Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which any Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                                       25


                  (11) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which any Securities of the
         series shall be issuable;

                  (12) if the amount of principal of or any premium or interest
         on any Securities of the series may be determined with reference to an
         index or pursuant to a formula, the manner in which such amounts shall
         be determined;

                  (13) if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for purposes of the definition of "Outstanding" in Section
         101;

                  (14) if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Company or the Holder thereof, in one or more currencies or currency
         units other than that or those in which such Securities are stated to
         be payable, the currency, currencies or currency units in which the
         principal of or any premium or interest on such Securities as to which
         such election is made shall be payable, the periods within which and
         the terms and conditions upon which such election is to be made and the
         amount so payable (or the manner in which such amount shall be
         determined);

                  (15) if other than the entire principal amount thereof, the
         portion of the principal amount of any Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (16) if the principal amount payable at the Stated Maturity of
         any Securities of the series will not be determinable as of any one or
         more dates prior to the Stated Maturity, the amount which shall be
         deemed to be the principal amount of such Securities as of any such
         date for any purpose thereunder or hereunder, including the principal
         amount thereof which shall be due and payable upon any Maturity other
         than the Stated Maturity or which shall be deemed to be Outstanding as
         of any date prior to the Stated Maturity (or, in any such case, the
         manner in which such amount deemed to be the principal amount shall be
         determined);

                  (17) if the Securities are convertible into the Capital Stock
         or other securities of the Company, the terms on which such Securities
         are convertible, including the conversion price, the conversion period,
         provisions as to whether conversion will be at the option of the
         Holders or the Company, events requiring adjustment of the conversion
         price and provisions affecting conversion in the event of the
         redemption of the Securities.

                  (18) if applicable, that the Securities of the series, in
         whole or any specified part, shall be defeasible pursuant to Section
         1502 or Section 1503 or both such Sections and, if other than by a
         Board Resolution, the manner in which any election by the Company to
         defease such Securities shall be evidenced;

                                       26


                  (19) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositories for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 205 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last paragraph of Section 305 in
         which any such Global Security may be exchanged in whole or in part for
         Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                  (20) any addition to or change in the Events of Default which
         applies to any Securities of the series and any change in the rights of
         the Trustee or the Holders of such Securities or the obligations,
         covenants, or rights of the Company under Article V;

                  (21) any addition to or change in the covenants set forth in
         Article Ten which applies to Securities of the series; and

                  (22) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         The Securities of each series shall have the benefit of the Subsidiary
Guarantees unless the Company elects otherwise upon the establishment of a
series pursuant to this Section 301.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article Twelve. Each Subsidiary
Guarantee shall be subordinated in right of payment to Senior Indebtedness of
the applicable Guarantor.

SECTION 302.  Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303.  Execution, Authentication, Delivery and Dating.

                                       27


         The Securities shall be executed on behalf of the Company by 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.

         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 of any series executed by the
Company and, if applicable, having endorsed thereon the Subsidiary Guarantees
executed as provided in Section 1303 by the Guarantors to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

                  (1) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 201, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (2) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 301, that such
         terms have been established in conformity with the provisions of this
         Indenture; and

                  (3) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute valid
         and legally binding obligations of the Company, and, if applicable, the
         Subsidiary Guarantees endorsed thereon will constitute valid and
         legally binding obligations of the Guarantors, enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company

                                       28


Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the authentication of each Security of such series if
such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security or Subsidiary Guarantee 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 executed by the Trustee by manual signature, 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. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 310, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304.  Temporary Securities.

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

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount and, if applicable, having endorsed
thereon Subsidiary Guarantees executed by the Guarantors. Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series and
tenor.

SECTION 305.  Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as the Security Registrar may prescribe, the

                                       29


Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "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.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, if applicable, the Guarantors shall execute the
Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and 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, if applicable, the
Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the
Trustee shall authenticate and make available for delivery, the Securities which
the Holder making the exchange is entitled to receive.

         All Securities and, if applicable, the Subsidiary Guarantees endorsed
thereon issued upon any registration of transfer or exchange of Securities shall
be the valid obligations of the Company and, if applicable, the respective
Guarantors, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities and Subsidiaries Guarantees 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, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Sections 303, 304, 305, 306, 906 or
1107 not involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (i) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for redemption, in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

                                       30


         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1) Each Global Security authenticated under this Indenture
         shall be registered in the name of the Depositary designated for such
         Global Security or a nominee thereof and delivered to such Depositary
         or a nominee thereof or custodian therefor, and each such Global
         Security shall constitute a single Security for all purposes of this
         Indenture.

                  (2) 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 (A) such
         Depositary (i) has notified the Company that it is unwilling or unable
         to continue as Depositary for such Global Security or (ii) has ceased
         to be a clearing agency registered under the Exchange Act, (B) there
         shall have occurred and be continuing an Event of Default with respect
         to such Global Security or (C) there shall exist such circumstances, if
         any, in addition to or in lieu of the foregoing as have been specified
         for this purpose as contemplated by Section 301.

                  (3) Subject to Clause (2) above, any exchange of a Global
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a Global Security or any portion
         thereof shall be registered in such names as the Depositary for such
         Global Security shall direct.

                  (4) 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 Section,
         Section 304, 306, 906 or 1107 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.

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

         If (i) any mutilated Security is surrendered to the Trustee, or (ii)
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 and any agent of either 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 Subsidiary 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 new Security, pay such Security.

                                       31


         Upon the issuance of any replacement Security 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 charge that may
be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

         Every replacement Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security, and, if applicable,
the Subsidiary Guarantees endorsed thereon, shall constitute an original
additional contractual obligation of the Company and, if applicable, the
respective Guarantors, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series 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 307.  Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective 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 of such series and the
         date of the proposed payment, 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 date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause 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 proposed payment 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 of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of

                                       32


         the proposed payment of such Defaulted Interest and the Special Record
         Date therefor to be given to each Holder of Securities of such series
         in the manner set forth in Section 106, 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 therefor having been so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Securities of such series (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         Clause (2).

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

         Subject to the foregoing provisions of this Section, 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 308.  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 309.  Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Guarantors, the Trustee and any agent of the Company, the
Guarantors, or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
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 310.  Cancellation.

         All Securities surrendered for payment, redemption, purchase,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company

                                       33


may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled 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 cancelled from time to time as requested by the Company.

SECTION 311.  Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

         This Indenture shall, upon Company Request, be discharged and cease to
be of further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for), and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306 or (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at their
                           Stated Maturity within one year, or

                                       34


                                    (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, if applicable, a Guarantor, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust in an amount sufficient to pay
                  and discharge the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal and any premium and interest to the date of such
                  deposit (in the case of Securities which have become due and
                  payable) or to the Stated Maturity or Redemption Date, as the
                  case may be;

                  (2) the Company or a Guarantor has paid or caused to be paid
         all other sums payable hereunder by the Company and the Guarantors; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that (i) all
         conditions precedent herein relating to the satisfaction and discharge
         of this Indenture have been complied with and (ii) such satisfaction
         and discharge will not result in a breach or violation of, or
         constitute default under, this Indenture or any other material
         agreement or instrument to which the Company or any Guarantor is a
         party or is bound.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402.  Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 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 and any premium and
interest for whose payment such money has been deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default.

         "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it

                                       35


shall be occasioned by the provisions of Article Twelve or 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):

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 30 days;

                  (2) default in the payment of the principal of or any premium
         on any Security of that series at its Maturity;

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series;

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a default in the
         performance, or breach, of a covenant or agreement which is elsewhere
         in this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or 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
         principal amount of the Outstanding Securities of that series a written
         notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder;

                  (5) 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 Guarantor 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;

                  (6) 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 Significant 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;

                  (7) the entry by a court of competent jurisdiction of (A) a
         decree or order for relief in respect of the Company, any Significant
         Subsidiary Guarantor in an involuntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or (B) a decree or order adjudging the Company or any
         Significant Subsidiary Guarantor bankrupt or insolvent, or seeking
         reorganization,

                                       36


         arrangement, adjustment or composition of or in respect of the Company
         or any Significant Subsidiary Guarantor 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 Subsidiary Guarantor or of any substantial part of their
         properties, or ordering the winding up or liquidation of their affairs,
         and the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 60
         consecutive days; or

                  (8) (A) the commencement by the Company or any Significant
         Subsidiary Guarantor of a voluntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or of any other case or proceeding to be adjudicated
         bankrupt or insolvent, (B) the Company or any Significant Subsidiary
         Guarantor consents to the entry of a decree or order for relief in
         respect of the Company or any Significant Subsidiary Guarantor in an
         involuntary case or proceeding under any applicable federal or state
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any bankruptcy or insolvency case or proceeding against
         it, (C) the Company or any Significant Subsidiary Guarantor files a
         petition or answer or consent seeking reorganization or relief under
         any applicable federal or state law, (D) the Company or any Significant
         Subsidiary Guarantor (i) consents to the filing of such petition or to
         the appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or such Significant Subsidiary Guarantor or of any
         substantial part of their respective properties, (ii) makes an
         assignment for the benefit of creditors or (iii) admits in writing of
         its inability to pay its debts generally as they become due, or (E) the
         Company or any Significant Subsidiary Guarantor takes any corporate
         action in furtherance of any such action in this paragraph (8); or

                  (9) In the event the Guarantors have issued Subsidiary
         Guarantees with respect to the Securities of such series, any
         Subsidiary 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 and effect and enforceable in accordance with its
         terms, except to the extent contemplated by this Indenture and any such
         Subsidiary Guarantee; or

                  (10) any other Event of Default provided with respect to
         Securities of that series.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(7) or 501(8)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series 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 of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by

                                       37


Holders), and upon any such declaration, such principal, premium, if any, and
interest shall ipso facto become immediately due and payable. If an Event of
Default specified in Section 501(7) or 501 (8) with respect to Securities of any
series at the time Outstanding occurs, then all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) shall become and be due and payable immediately in an amount
equal to the principal amount of the Securities of that Series, 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 the
rights of the Holders of the Securities by appropriate judicial proceedings.

         After a declaration of acceleration with respect to Securities of any
series, 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 Outstanding Securities of that
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if

                  (1) the Company or, if applicable, any Guarantor has paid or
         deposited with the Trustee a sum sufficient to pay

                           (A) 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;

                           (B) all overdue interest on all Outstanding
                  Securities of that series;

                           (C) the principal of and premium, if any, on any
                  Outstanding Securities of that series which have become due
                  otherwise than by such declaration of acceleration and any
                  interest thereon at the rate or rates prescribed therefor in
                  such Securities; and

                           (D) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities.

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

                  (3) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of, premium, if
         any, and interest on the Securities of that series 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, if applicable, each Guarantor covenants that if

                                       38


         (1) 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

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

the Company and, if applicable, 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 or rates prescribed therefor in
such 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 any 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.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate private or judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, 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 to enforce any other proper remedy,
subject however to Section 512. No recovery of any such judgment upon any
property of the Company 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, any Guarantor or any other obligor
upon the Securities, or the property or creditors of the Company, any Guarantor
or any other obligor upon the Securities, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

         (1)      to file and proved 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

                                       39


                  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

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

         (3)      any custodian, receiver, assignee, trustee, liquidator,
                  sequestrator or other 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 to 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.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or any Subsidiary Guarantee 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 or the Securities
or any Subsidiary Guarantee 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 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 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 dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and 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: Subject to Article Twelve, to the payment of the amounts then
due and unpaid for principal of and any premium and interest on the Securities
in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of

                                       40


any kind, according to the amounts due and payable on such Securities for
principal and any premium and interest, respectively; 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 Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that series 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;

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

                  (4) 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

                  (5) 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 of that
         series;

it being understood and intended that no one or more of such 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 Subsidiary Guarantee, if any, to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to
seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such 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 rights stated herein, which is
absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption or
offer by the Company to purchase the Securities pursuant to the terms of this
Indenture, on the Redemption Date or purchase date, as applicable) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                                       41


SECTION 509.  Restoration of Rights and Remedies.

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

SECTION 510.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, 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 Securities
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 of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, expose the Trustee to personal liability,
         or be unduly prejudicial to Holders not joining therein, and

                  (2) 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.

                                       42


SECTION 513.  Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

         (1) in the payment of the principal of or any premium or interest on
any Security of such series (including any Security which is required to have
been purchased by the Company pursuant to an offer to purchase by the Company
made pursuant to the terms of this Indenture) (which may only be waived with the
consent of each Holder of the Securities affected), or

         (2) in respect of a covenant or provision hereof which under this
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series 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 principle 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 Maturity expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

SECTION 515.  Waiver of Usury, Stay or Extension 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 usury, stay
or extension 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 of such series, 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

                                       43


the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

SECTION 516.  Remedies Subject to Applicable Law.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities.

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

         (1) 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;

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

                  (A) 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

                  (B) 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;

         (3) 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:

                  (A) this Subsection (3) does not limit the effect of
         Subsection (2) of this Section 601;

                  (B) 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

                                       44


                  (C) 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 of any series 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 with respect to Securities of such series;

         (4) 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;

         (5) whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to Subsections
(1), (2), (3) and (4) and (5) of this Section 601; and

         (6) 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 with respect to Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series 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):

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

                                       45


                  (2) 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 shall be sufficiently
         evidenced by a Board Resolution;

                  (3) the Trustee may consult with counsel 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;

                  (4) 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 reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

                  (5) 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;

                  (6) 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 Securities of any series 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 of such series 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;

                  (7) 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 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;

                  (8) 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

                                       46


         of Default except (A) any Default or Event of Default occurring
         pursuant to Sections 1001, 501(1), 501(2) or 501(3) or (B) any Default
         or Event of Default of which the Trustee shall have received written
         notification or obtained actual knowledge; and

                  (9) Delivery of reports, information and documents to the
         Trustee 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.  Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities and the Subsidiary
Guarantees, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company or the Guarantors, as the case may be, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or the Subsidiary Guarantees
endorsed thereon, 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. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 605.  May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or any Guarantor, 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,
Authenticating Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and any Guarantor and receive, collect, hold and return collections from the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

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 Fifteen, 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.

                                       47


SECTION 607.  Compensation and Reimbursement.

         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.

SECTION 608.  Conflicting Interests.

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

SECTION 609.  Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
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 with respect to the Securities

                                       48


of any series 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.

         (1) 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 in accordance with the
applicable requirements of Section 611.

         (2) The Trustee may resign at any time with respect to the Securities
of one or more series 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 with respect
to the Securities of such series. Such court may thereupon, after such notice,
if any, as it may deem proper, appoint and prescribe a successor Trustee.

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

         (4) If at any time:

                  (A) 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, or

                  (B) 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

                  (C) 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 such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, 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 removal of the Trustee with respect

                                       49


to all Securities and the appointment of a successor Trustee or Trustees. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor Trustee.

         (5) 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, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) 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 with respect
to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
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 with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, the Trustee or any Holder who has been a bona fide
Holder of a Security of such series for at least six months may subject to
Section 514, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

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

SECTION 611.  Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company, the Guarantors 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.

                                       50


         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.

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 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 night 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 and Guarantors.

         If and when the Trustee shall be or become a creditor of the Company,
any Guarantor or any other obligor upon the Securities, the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company, such Guarantor or any such other obligor.

                                       51


SECTION 614.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $250,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent 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 an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                                       52


         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                          _____________________________________,
                                          As Trustee

                                          By:__________________________________,
                                                As Authenticating Agent

                                          By:__________________________________,
                                               Authorized Officer


                                  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

                  (1) semi-annually, 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 of Securities of
         each series as of such Regular Record Date; and

                  (2) at such other times as the Trustee may reasonably request
         in writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content to that in subsection (1)
         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).

                                       53


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.

         (1) The Trustee, if so required under the Trust Indenture Act, shall
transmit by mail to all Holders, at the times, in the manner and to the extent
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
mailing date 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, at the times, 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).

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

         (1) 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 (A) deliver to the Trustee annual
audited financial statements of the Company and its Subsidiaries, prepared on a
consolidated basis in conformity with generally accepted accounting principles,
within 120 days after the end of each fiscal year of the Company, and (B) 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;

         (2) 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

                                       54


such rules and regulations (including such information, documents and reports
referred to in Trust Indenture Act Section 314(a)); and

         (3) 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 (1) and (2) of this
Section as are required by rules and regulations prescribed from time to time by
the Commission.


                                  ARTICLE EIGHT

                     CONSOLIDATION, MERGER OR SALE OF ASSETS

SECTION 801. Company and Guarantors May Consolidate, Etc., Only on Certain
Terms.

         (1) 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 Significant 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 Significant Subsidiaries on a
consolidated basis to any other Person or group of Persons, unless at the time
and after giving effect thereto:

                  (A) either (i) the Company will be the continuing corporation
         (in the case of a consolidation or merger involving the Company) or
         (ii) 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 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 will remain in full force and effect as so supplemented;

                  (B) 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 Subsidiaries
         which becomes the obligation of the Company or any of its 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;

                  (C) 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

                                       55


         that its Subsidiary Guarantee shall apply to such Person's obligations
         under this Indenture and under the Securities;

                  (D) at the time of the transactions 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.

         (2) 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 Significant 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 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:

                  (A) either (i) the Guarantor will be the continuing
         corporation (in the case of a consolidation or merger involving the
         Guarantor) or (ii) 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 of the properties and assets of
         the Guarantor and its Significant Subsidiaries on a consolidated basis
         (the "Surviving Guarantor Entity") 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 Subsidiary Guarantee of the
         Securities and this Indenture and such Subsidiary Guarantee and
         Indenture will remain in full force and effect;

                  (B) 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

                  (C) 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.

                                       56


         (3) Notwithstanding the foregoing, the provisions of Section 801(2)
shall not apply to any Guarantor whose Subsidiary Guarantee is unconditionally
released and discharged in accordance with Article Thirteen.

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 Subsidiary 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
Subsidiary 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 Subsidiary 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 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 Subsidiary 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, when authorized by a
Board Resolution, the Guarantors, when authorized by their respective Board
Resolutions, 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, in form satisfactory to the Trustee, for any of
the following purposes:

                  (1) to evidence the succession of another Person to the
         Company or any Guarantor and the assumption by any such successor of
         the covenants of the Company or any Guarantor herein and in the
         Securities or Subsidiary Guarantees, as the case may be; or

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and if such covenants
         are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included solely for

                                       57


         the benefit of such series) or to surrender any right or power herein
         conferred upon the Company; or

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such additional
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series); or

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (5) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such addition, change or elimination (A) shall neither (i)
         apply to any Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (ii) modify the rights of the Holder of any such Security
         with respect to such provision or (B) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611; or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this Clause (9) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect; or

                  (10) to add new Guarantors.

SECTION 902.  Supplemental Indentures 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
of each series affected by such supplemental indenture, by Act of said Holders
delivered to the Company, the Guarantors, if any, and the Trustee, the Company,
when authorized by a Board Resolution, the Guarantors, if any, when authorized
by their respective Board Resolutions and the Trustee may (i) enter into an
indenture or indentures supplemental hereto or agreements or other instruments
with respect to

                                       58


this Indenture, in form 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 (including, but not limited
to, for the purpose of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture) or (ii) waive compliance with
any provision in this Indenture (other than waivers of past Defaults covered by
Section 513 and waivers of covenants which are covered by Section 1009);
provided, however, that no such supplemental indenture agreement or instrument
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 502, or change any Place of
         Payment where, or the coin or currency in which, any Security or any
         premium or 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 or in the case of an offer to purchase Securities which
         has been made pursuant to a covenant contained in this Indenture, on or
         after the applicable purchase date);

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, 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;

                  (3) modify any of the provisions of this Section 902, Section
         513 or Section 1009, except to increase any such percentage of
         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 Outstanding Security affected
         thereby; provided, however, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section 902
         and Section 1009, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(8);

                  (4) 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;

                  (5) 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 Subsidiary Guarantee in right of payment to any other
         Indebtedness of the Guarantor issuing such Subsidiary Guarantee; or

                  (6) following the making of an offer to purchase Securities
         which has been made pursuant to a covenant contained in this Indenture,
         modify the provisions of this

                                       59


         Indenture with respect to such offer to purchase in a manner adverse to
         such Holder. A supplemental indenture which changes or eliminates any
         covenant or other provision of this Indenture which has expressly been
         included solely for the benefit of one or more particular series of
         Securities, or which modifies the rights of the Holders of Securities
         of such series with respect to such covenant or other provision, shall
         be deemed not to affect the rights under this Indenture of the Holders
         of Securities of any other series.

                  Upon a Company Request accompanied by a copy of a Board
         Resolution authorizing the execution of any such supplemental
         indenture, and upon the filing with the Trustee of evidence of the
         consent of Holders as aforesaid, the Trustee shall join with the
         Company in the execution of such supplemental indenture.

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

SECTION 903.  Execution of Supplemental Indentures.

         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(1) 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 (i) is authorized or permitted by this Indenture and (ii) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Significant 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 Subsidiary Guarantee or
otherwise.

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 shall
conform to the requirements of the Trust Indenture Act.

SECTION 906.  Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article 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

                                       60


indenture. If the Company shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company, if
applicable the Subsidiary Guarantees may be endorsed thereon and such new
Securities may be authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of, premium, if
any, and interest on the Securities of that series in accordance with the terms
of the Securities and this Indenture.

SECTION 1002.  Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company or any Guarantor in respect of the Securities of that series or
any Subsidiary Guarantee and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company and each Guarantor hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 1003.  Money for Securities Payments to Be Held in Trust.

         If the Company or any of its Affiliates shall at any time act as Paying
Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Holders entitled
thereto a sum sufficient to pay the principal and any premium and 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.

                                       61


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

         If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will (i) hold all sums held by it for the payment of the principal of, and
any premium 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, (ii) give the Trustee notice of any
default by the Company, any Guarantor, if any, or other obligor upon the
Securities of that series in the making of any payment of principal of or any
premium or interest on the Securities, (iii) during the continuance of any
default by the Company, the Guarantors, if applicable, or any other obligor upon
the Securities of that series, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series, and (iv) acknowledge,
accept and agree to comply in all respects 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 or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium 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 a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, New York, and mail to each 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
be repaid to the Company.

                                       62


SECTION 1004.  Statement by Officers as to Default.

         (1) 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 hereunder, specifying each default
and the nature and status thereof and any actions being taken by the Company
thereto.

         (2) 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 1005.  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 Guarantor; provided, however, that the Company shall not be
required to preserve any such right or franchise or the corporate existence of
any Guarantor 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 Subsidiaries as a whole; and provided further,
however, that the foregoing shall not prohibit a sale, transfer or conveyance of
a Subsidiary or any of its assets in compliance with the terms of this
Indenture.

SECTION 1006.  Maintenance of Properties.

         The Company will cause all material properties owned by the Company or
any of its Subsidiaries or used or held for use in the conduct of its business
or the business of any of its 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; provided, however, that nothing in this
Section shall prevent the Company from

                                       63


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 Subsidiaries; and provided, further, however,
that the foregoing shall not prohibit a sale, transfer or conveyance of a
Subsidiary or any of its assets in compliance with the terms of this Indenture.

SECTION 1007.  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, (i) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Subsidiaries shown to be due on any return of the Company or of its
Subsidiaries or otherwise assessed, or upon the income, profits or property of
the Company or any of its 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 (ii) 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 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; 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 generally accepted accounting principles .

SECTION 1008.  Maintenance of Insurance.

         The Company shall, and shall cause its Subsidiaries to, keep at all
times all of their properties which are of an insurable nature insured against
loss or damage 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 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 Subsidiaries, taken as a whole.

SECTION 1009.  Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(21),
901(2) or 901(7) for the benefit of the Holders of such series if before the
time for such compliance, the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective,

                                       64


the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.


SECTION 1102.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

                                       65


         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104.  Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
         consisting of more than a single Security are to be redeemed, the
         identification (and, in the case of partial redemption of any such
         Securities, the principal amounts) of the particular Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting of a single Security are to be redeemed, the principal
         amount of the particular Security to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where each such Security is to be
         surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
         case.

         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 request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

                                       66


SECTION 1105.  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 is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 1106.  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. 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, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107.  Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, if applicable to
Guarantors shall execute the Subsidiary Guarantee endorsed thereon, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, 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.

                                       67


                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

SECTION 1201.  Applicability of Article.

         Unless otherwise provided with respect to the Securities of any series
in or pursuant to the Board Resolution or supplemental indenture establishing
such series of Securities pursuant to Section 301, the provisions of this
Article shall be applicable to each series of Securities.

SECTION 1202.  Securities Subordinate to Senior Indebtedness of the Company.

         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 (and premium, if any) and
interest on each and all of the Securities of such series are hereby expressly
made subordinate and subject in right of payment as provided in this Article
Twelve to the prior payment in full of all Senior Indebtedness of the Company.

         This Article Twelve shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of, or continue to hold
Senior Indebtedness of the Company; and such provisions are made for the benefit
of the holders of Senior Indebtedness of the Company; and such holders are made
obligees hereunder and they, or each of them, may enforce such provisions.

SECTION 1203.  Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (1) 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 to its assets,
or (2) any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (3) any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of the Company, then and in any such event specified in
(1), (2) or (3) above (each such event, if any, herein sometimes referred to as
a "Proceeding"):

         (A) the holders of Senior Indebtedness of the Company 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 (other than amounts previously set aside with
the Trustee, or payments previously made, in either case, pursuant to the
provisions of Sections 1502 and 1503 of this Indenture); and

                                       68


         (B) 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 of the Company or
their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
of the Company may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness of the Company held or
represented by each, to the extent necessary to make payment in full, of all
Senior Indebtedness of the Company remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness of
the Company; and

         (C) 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 of the Company 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 of the Company remaining unpaid, to the extent necessary to
pay all Senior Indebtedness of the Company in full after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness
of the Company.

         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 1203 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.

SECTION 1204. Suspension of Payment When Senior Indebtedness of the Company in
Default.

         (1) Unless Section 1203 shall be applicable, upon the occurrence and
during the continuance of any default in the payment of any Senior Indebtedness
of the Company beyond any applicable grace period (a "Senior Payment Default")
and after the receipt by the Trustee from a Senior Representative of any Senior
Indebtedness of the Company 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 1502 or 1503 in this Indenture) or
distribution of any assets of the Company or any Subsidiary of any kind or
character (excluding

                                       69


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 Senior Payment Default shall have been
cured or waived or shall have ceased to exist or such Senior Indebtedness of the
Company shall have been discharged or paid in full, after which the Company
shall (subject to the other provisions of this Article Twelve) resume making any
and all required payments in respect of the Securities, including any missed
payments; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article Sixteen by
delivering and crediting pursuant to Section 1602 Securities which have been
acquired (upon redemption or otherwise) prior to such Senior Payment Default.

         (2) Unless Section 1203 shall be applicable, (A) upon the occurrence
and during the continuance of any non-payment default with respect to any Senior
Indebtedness of the Company pursuant to which the maturity thereof may then be
accelerated immediately (a "Senior Non-payment Default") and (B) after the
receipt by the Trustee and the Company from a Senior Representative of any
Senior Indebtedness of the Company of written notice of such Senior 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 1502 and 1503 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").

         (3) The Payment Blockage Period shall commence upon the receipt of
notice of the Senior Non-payment Default by the Trustee and the Company from a
Senior Representative and shall end on the earliest of (A) the 179th day after
such commencement, (B) the date on which such Senior Non-payment Default (and
all Senior 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 Senior Indebtedness of the Company is discharged or paid in full, or (C)
the date on which such Payment Blockage Period (and all Senior 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 (A), (B) and (C), the Company shall 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 Senior
Non-payment Default with respect to any Senior Indebtedness of the Company 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

                                       70


consecutive days. The Company shall deliver a notice to the Trustee promptly
after the date on which any Senior Non-payment Default is cured or waived or
ceases to exist or on which the Senior Indebtedness of the Company related
thereto is discharged or paid in full, and the Trustee is authorized to act in
reliance on such notice.

         (4) 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 Senior Indebtedness of the Company or as a court of competent
jurisdiction shall direct.

SECTION 1205.  Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Section 1203 or under the conditions
described in Section 1204, from making Securities Payments.

SECTION 1206. Subrogation to Rights of Holders of Senior Indebtedness of the
Company.

         After the payment in full, the Holders of the Securities shall be
subrogated to the rights of the holders of such Senior Indebtedness of the
Company to receive payments and distributions of cash, property and securities
applicable to the Senior Indebtedness of the Company until the principal of (and
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 the
Senior Indebtedness of the Company 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 over pursuant to the provisions of
this Article to the holders of Senior Indebtedness of the Company by Holders of
the Securities or the Trustee, shall, as among the Company, its creditors other
than holders of Senior Indebtedness of the Company 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 of the Company.

SECTION 1207.  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 on the one hand and the holders of
Senior Indebtedness of the Company on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (i) impair, as among the Company, its creditors other than holders of
Senior Indebtedness of the Company 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 (and premium, if any) and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms; or (ii) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than the holders of
Senior Indebtedness of the Company; or (iii) 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

                                       71


Indebtedness of the Company (a) in any Proceeding referred to in Section 1203 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 1204, to prevent any payment
prohibited by such Section or enforce their rights pursuant to Section 1204(d).

SECTION 1208.  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.

SECTION 1209.  No Waiver of Subordination Provisions.

         (1) No right of any present or future holder of any Senior Indebtedness
of the Company 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 noncompliance 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.

         (2) Without in any way limiting the generality of subsection (1) of
this Section, the holders of Senior Indebtedness of the Company 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 of the Company, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness of the Company, or
otherwise amend or supplement in any manner Senior Indebtedness of the Company
or any instrument evidencing the same or any agreement under which Senior
Indebtedness of the Company is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness of the Company; (iii) release any Person liable in any manner for
the collection of Senior Indebtedness of the Company; and (iv) 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.

                                       72


SECTION 1210.  Notice to Trustee.

         (1) 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 of the Company or from any Senior
Representative 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 (and
premium, if any) or interest on any Security), then, anything herein contained
to the contrary notwithstanding but without limiting the rights and remedies of
the holders of Senior Indebtedness of the Company or an agent, representative,
fiduciary or trustee 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.

         (2) 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 holder of Senior Indebtedness of the Company (or a Senior Representative
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness of the Company (or a Senior Representative 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 of the Company 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 of the Company 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 1211.  Reliance on Judicial Order or Certificate of Liquidating Agent.

         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 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 for Senior
Indebtedness of the Company, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in

                                       73


such payment or distribution, the holders of the Senior Indebtedness of the
Company 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
Twelve.

SECTION 1212. Rights of Trustee as Holder of Senior Indebtedness of the Company;
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 of the
Company which may at any time be held by it, to the same extent as any other
holder of Senior Indebtedness of the Company, 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 1213.  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 hereunder, 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 1212 shall not apply to the Company, any Guarantor or any
Affiliate of the Company if it or such Guarantor or Affiliate acts as Paying
Agent.

SECTION 1214.  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 of the Company to receive any cash, property or securities
receivable upon the exercise of such rights or remedies.

SECTION 1215.  Trustee's Relation to Senior Indebtedness of the Company.

         With respect to the holders of Senior Indebtedness of the Company, 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 of
the Company 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 of the Company and the Trustee shall not be liable to any holder of
Senior Indebtedness of the Company 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 of
the Company shall be entitled by virtue of this Article or otherwise.

                                       74


                                ARTICLE THIRTEEN

                              SUBSIDIARY GUARANTEE

SECTION 1301.  Applicability of Article.

         Unless the Company elects to issue any series of Securities without the
benefit of the Subsidiary Guarantees, which election shall be evidenced in or
pursuant to the Board Resolution or supplemental indenture establishing such
series of Securities pursuant to Section 301, the provisions of this Article
shall be applicable to each series of Securities except as otherwise specified
in or pursuant to the Board Resolution or supplemental indenture establishing
such series pursuant to Section 301.
SECTION 1302.  Subsidiary Guarantee.

         (1) Subject to Section 1301, each Guarantor hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, offer to purchase or otherwise, in accordance
with the terms of such Security and of this Indenture, and each Guarantor
similarly guarantees to the Trustee the payment of all amounts owing to the
Trustee in accordance with the terms of this Indenture. In case of the failure
of the Company punctually to make any such payment, each Guarantor hereby,
jointly and severally, agrees to cause such payment to be made punctually when
and as the same shall become due and payable, whether at the Stated Maturity or
by acceleration, call for redemption, offer to purchase or otherwise, and as if
such payment were made by the Company.

         (2) Each of the Guarantors hereby jointly and severally agrees that its
obligations hereunder shall be absolute, unconditional, irrespective of, and
shall be unaffected by, the validity, regularity or enforceability of such
Security or this Indenture, the absence of any action to enforce the same or any
release, amendment, waiver or indulgence granted to the Company or any guarantor
or any consent to departure from any requirement of any other guarantee of all
or any of the Securities of such series or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor; provided, however, that, notwithstanding the foregoing, no such
release, amendment, waiver or indulgence shall, without the consent of such
Guarantor, increase the principal amount of such Security, or increase the
interest rate thereon, or alter the Stated Maturity thereof. Each of the
Guarantors hereby waives the benefits of diligence, presentment, demand for
payment, any requirement that the Trustee or any of the Holders protect, secure,
perfect or insure any security interest in or other Lien on any property subject
thereto or exhaust any right or take any action against the Company or any other
Person or any collateral, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Subsidiary Guarantee will not be discharged in respect of such Security
except by complete performance of the obligations contained in such Security and
in such Subsidiary Guarantee. Each Guarantor agrees that if, after the
occurrence and during the

                                       75


continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Securities of a series, to collect interest on
the Securities of a series, or to enforce or exercise any other right or remedy
with respect to the Securities of a series, such Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

         (3) The indebtedness of each Guarantor evidenced by the Subsidiary
Guarantees is, to the extent provided in this Indenture, subordinate and subject
in right of payment to the prior payment in full of all Senior Indebtedness of
each Guarantor, and the Subsidiary Guarantees are issued subject to the
provisions of this Indenture with respect thereto. Each Holder of such Security,
by accepting the same, will be deemed to have (i) agreed to and be bound by such
provisions, (ii) authorized and directed the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (iii) appointed the Trustee his attorney-in-fact for any and all
such purposes.

         (4) Each Guarantor shall be subrogated to all rights of the Holders of
the Securities upon which its Subsidiary Guarantee is endorsed against the
Company in respect of any amounts paid by such Guarantor on account of such
Security pursuant to the provisions of its Subsidiary Guarantee or this
Indenture; provided, however, that no Guarantor shall be entitled to enforce or
to receive any payments arising out of, or based upon, such right of subrogation
until the principal of (and premium, if any) and interest on all Securities of
the relevant series issued hereunder shall have been paid in full.

         (5) Each Guarantor that makes or is required to make any payment in
respect of its Subsidiary Guarantee shall be entitled to seek contribution from
the other Guarantors to the extent permitted by applicable law; provided,
however, that no Guarantor shall be entitled to enforce or receive any payments
arising out of, or based upon, such right of contribution until the principal of
(and premium, if any) and interest on all Securities of the relevant series
issued hereunder shall have been paid in full.

         (6) Each Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any part of the Company's assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case
may be, if at any time payment and performance of the Securities of a series,
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Securities, whether as a
"voidable preference," "fraudulent transfer," or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Securities shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

                                       76


SECTION 1303.  Execution and Delivery of Subsidiary Guarantees.

         The Subsidiary Guarantees to be endorsed on the Securities shall
include the terms of the Subsidiary Guarantee set forth in Section 1302 and any
other terms that may be set forth in the form established pursuant to Section
204. Subject to Section 1301, each of the Guarantors hereby agrees to execute
its Subsidiary Guarantee, in a form established pursuant to Section 204, to be
endorsed on each Security authenticated and delivered by the Trustee.

         The Subsidiary Guarantee shall be executed on behalf of each respective
Guarantor by any two of such Guarantor's Chairman of the Board, Vice Chairman of
the Board, Chief Executive Officer, President, one of its Vice Presidents, or
its Secretary. The signature of any or all of these persons on the Subsidiary
Guarantee may be manual or facsimile.

         A Subsidiary Guarantee bearing the manual or facsimile signature of
individuals who were at any time the proper officers of a Guarantor shall bind
such Guarantor, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of the Security on
which such Subsidiary Guarantee is endorsed or did not hold such offices at the
date of such Subsidiary Guarantee.

         The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
endorsed thereon on behalf of the Guarantors and shall bind each Guarantor
notwithstanding the fact that Subsidiary Guarantee does not bear the signature
of such Guarantor. Each of the Guarantors hereby jointly and severally agrees
that its Subsidiary Guarantee set forth in Section 1302 and in the form of
Subsidiary Guarantee established pursuant to Section 204 shall remain in full
force and effect notwithstanding any failure to endorse a Subsidiary Guarantee
on any Security.

SECTION 1304.  Release of Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, each Subsidiary Guarantee will remain in effect with
respect to the respective Guarantor until the entire principal of, premium, if
any, and interest on the Securities to which such Subsidiary Guarantee relates
shall have been paid in full or otherwise discharged in accordance with the
provisions of such Securities and this Indenture and all amounts owing to the
Trustee hereunder have been paid; provided, however, that if (i) such Guarantor
ceases to be a Subsidiary in compliance with the applicable provisions of this
Indenture, (ii) the Securities are defeased and discharged pursuant to Section
1502 or (iii) all or substantially all of the assets of such Guarantor or all of
the Capital Stock of such Guarantor are sold (including by issuance, merger,
consolidation or otherwise) by the Company or any Subsidiary in a transaction
complying with the requirements of this Indenture, then, in each case of (i),
(ii) or (iii), upon delivery by the Company of an Officers' Certificate and an
Opinion of Counsel stating that all conditions precedent herein provided for
relating to the release of such Guarantor from its obligations under its
Subsidiary Guarantee and this Article Thirteen have been complied with, such
Guarantor or the Person acquiring such assets (in the event of a sale or other
disposition of all or substantially all of the assets or Capital Stock of such
Guarantor) shall be released and discharged of its obligations under its
Subsidiary Guarantee and under this Article Thirteen without any action on the
part of the Trustee or any Holder, and the Trustee shall execute any documents
reasonably

                                       77


required in order to acknowledge the release of such Guarantor from its
obligations under its Subsidiary Guarantee endorsed on the Securities of a
series and under this Article Thirteen.

SECTION 1305.  Additional Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, the Company will cause any Subsidiary of the Company that
becomes a Subsidiary after the date the Securities of a series are first issued
hereunder to become a Guarantor as soon as practicable after such Subsidiary
becomes a Subsidiary. The Company shall cause any such Subsidiary to become a
Guarantor with respect to the Securities 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 and (ii) an
Opinion of Counsel to the effect that such supplemental indenture has been duly
authorized and executed by such Person and such supplemental indenture and such
Person's obligations under its Subsidiary Guarantee and this Indenture
constitute the legal, valid, binding and enforceable obligations of such Person
(subject to such customary exceptions concerning creditors' rights and equitable
principles as may be acceptable to the Trustee in its discretion).



                                ARTICLE FOURTEEN

                                   [Reserved]


                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501.  Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option, at any time to have, Section 1502
or Section 1503 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1502 or 1503, in accordance with any applicable requirements
provided pursuant to Section 301 and, upon compliance with the conditions set
forth below in this Article Fifteen (the "Defeased Securities"). Any such
election shall be evidenced in or pursuant to a Board Resolution or in another
manner specified as contemplated by Section 301 for such Securities.

SECTION 1502.  Defeasance and Discharge.

         Upon the Company's exercise under Section 1501 of the option (if any)
applicable to this Section 1502, 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 1504 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

                                       78


Indebtedness represented by the Defeased Securities, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1505 and the other
Sections of this Indenture referred to in (i) and (ii) 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: (i) the rights of Holder of Defeased
Securities to receive, solely from the trust fund described in Section 1504 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, (ii) the Company's obligations with respect to such Defeased Securities
under Sections 304, 305, 306, 1002 and 1003, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation,
the Trustee's rights under Section 607, and (iv) this Article Fifteen. Subject
to compliance with this Article Fifteen, the Company may exercise its option (if
any) under this Section 1502 notwithstanding the prior exercise of its option
(if any) under Section 1503 with respect to such Securities.

SECTION 1503. Covenant Defeasance.

         Upon the Company's exercise under Section 1501 of the option (if any)
applicable to this Section 1503, the Company and each Guarantor shall be
released from its obligations under any covenant or provision contained or
referred to in Sections 1006 through 1008, inclusive, the provisions of clause
(iii) of Section 801 (1), and any covenants or provisions provided pursuant to
Section 301(21), 901(2), 902(5) or 901(7) for the benefit of the Holders of such
Securities with respect to the Defeased Securities, on and after the date the
conditions set forth in Section 1504 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 or provided pursuant to 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 50l, (4), (5), (6) or (10) but, except as
specified above, the remainder of this Indenture and such Defeased Securities
shall be unaffected thereby.

SECTION 1504.  Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1502 or Section 1503 to any Securities or any series of Securities, as the case
may be:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee that satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article Fifteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefits of the
         Holders of such Securities, money, cash in United States dollars or
         U.S. Government Obligations or a

                                       79


         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 or any
         such other qualifying trustee to pay and discharge, the principal of,
         premium, if any, and interest on, such Securities on the Stated
         Maturities of such principal or interest (or on any date after which
         such Securities or series of Securities, as the case may be defeased as
         designated pursuant to Section 301 (such date being referred to as the
         "Defeasance Redemption Date") if at or prior to electing to either its
         option applicable to Section 1502 or its option applicable to Section
         1503, the Company has delivered to the Trustee an irrevocable notice to
         redeem such Securities on the Defeasance Redemption Date). For this
         purpose, "U.S. Government Obligation" means (x) any security which is
         (i) a direct obligation of the United States of America for the timely
         payment of which its full faith and credit is pledged or (ii) an
         obligation 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 unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case, is not callable or redeemable at the option of the issuer
         thereof, and shall also include (y) any depositary receipt issued by a
         bank (as defined in Section 3(a)(2) of the Securities Act) as custodian
         with respect to any 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 1502, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date hereof, there
         has been a change in the applicable federal income tax law, in either
         case to the effect that, and based thereon such opinion shall confirm
         that, the Holders of such 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 be the case if such Defeasance
         had not occurred;

                  (3) In the case of an election under Section 1503, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of such 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
         amount, in the same manner and at the same times as would be 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(7) or
         (8) is concerned, at any time during the period ending on the 91st days
         after the date of deposit (it being understood

                                       80


         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
         Significant Subsidiary Guarantor is a party or to which it is bound);

                  (5) The Company shall have delivered to the Trustee an
         Officer's Certificate to the effect that neither such Securities nor
         any other Securities of the same series, if then listed on any
         securities exchange, will be delisted as a result of such deposit;

                  (6) 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);

                  (7) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         any other material agreement or instrument to which the Company, any
         Guarantor or any Significant Subsidiary is a party or by which it is
         bound;

                  (8) 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;

                  (9) 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;

                  (10) 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 Subsidiary 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;

                  (11) 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

                  (12) 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 1502 or the Covenant Defeasance under
         Section 1503 (as the case may be) have been complied with.

                                       81


         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 1505. Deposited Money and U.S. Government Obligations to Be Held in
Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money, United States dollars and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee (solely
for the purposes of this Section and Section 1506, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
1504 in respect of any 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 such Paying Agent
(excluding the Company or any of its Affiliates acting as its own 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 1504 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 Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, United States dollars or U.S. Government Obligations held by it as
provided in Section 1504 with respect to any Securities 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 the
Defeasance or Covenant Defeasance.

SECTION 1506.  Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money, United
States dollars or U.S. Government Obligations in accordance with Section 1502 or
1503, 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 Subsidiary Guarantee shall
be revived and reinstated, with present and prospective effect, as though no
deposit had occurred pursuant to Section 1502 or 1503, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money,
United States dollars or U.S. Government Obligations in accordance with Section
1502 or 1503, as the case may be; provided, however, that if the Company makes
any payment to the Trustee or Paying Agent of principal, premium, if any, or

                                       82


interest on any Security following such reinstatement of its obligations, the
Trustee or Paying Agent shall promptly pay and 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 money, United States dollars or
U.S. Government Obligations held by the Trustee or Paying Agent.


                                 ARTICLE SIXTEEN

                                  SINKING FUNDS

SECTION 1601.  Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities. The minimum amount of any
sinking fund payment provided for by the terms of any Securities is herein
referred to as a "mandatory sinking fund payment," and any payment in excess of
such minimum amount provided for by the terms of such Securities is herein
referred to as an "optional sinking fund payment," If provided for by the terms
of any Securities, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1602. Each sinking fund payment shall be
applied to the redemption of Securities as provided for by the terms of such
Securities.

SECTION 1602.  Satisfaction of Sinking Fund Payments with Securities.

         The Company (i) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (ii) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1603.  Redemption of Securities for Sinking Fund.

         Not less than 35 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1602 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 32 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the

                                       83


redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                            _________________________

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

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                         SONIC AUTOMOTIVE, INC.


                                         By:____________________________________

Attest:

__________________

                                         [Signature Blocks for Guarantors]


                                         By:____________________________________

Attest:

__________________

                                       84


STATE OF NEW YORK)
                          )
COUNTY OF NEW YORK        )

         On the _____ day of _________, _____, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of _______________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

__________________________


STATE OF NEW YORK         )
                          ) ss:
COUNTY OF NEW YORK        )

         On the _____ day of _________, _____, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of _______________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
__________________________


                                       85


                                   SCHEDULE 1

                                   GUARANTORS


SUBSIDIARY                                                 STATE OF ORGANIZATION
- ----------                                                 ---------------------

Autobahn, Inc.................................................. California
Capitol Chevrolet and Imports, Inc............................. Alabama
Cobb Pontiac Cadillac, Inc..................................... Alabama
FA Service Corporation......................................... California
FAA Auto Factory, Inc.......................................... California
FAA Beverly Hills, Inc......................................... California
FAA Capitol N, Inc............................................. California
FAA Concord H, Inc............................................. California
FAA Concord N, Inc............................................. California
FAA Concord T, Inc............................................. California
FAA Dublin N, Inc.............................................. California
FAA Dublin VWD, Inc............................................ California
FAA Holding Corp............................................... California
FAA Las Vegas H, Inc........................................... Nevada
FAA Marin D, Inc............................................... California
FAA Marin F, Inc............................................... California
FAA Marin LR, Inc.............................................. California
FAA Poway D, Inc............................................... California
FAA Poway G, Inc............................................... California
FAA Poway H, Inc............................................... California
FAA Poway T, Inc............................................... California
FAA San Bruno, Inc............................................. California
FAA Santa Monica V, Inc........................................ California
FAA Serramonte H, Inc.......................................... California
FAA Serramonte L, Inc.......................................... California
FAA Serramonte, Inc............................................ California
FAA Stevens Creek, Inc......................................... California
FAA Torrance CPJ, Inc.......................................... California
FAA Woodland Hills VW, Inc..................................... California
FirstAmerica Automotive, Inc................................... Delaware
Fort Mill Chrysler-Plymouth-Dodge Inc.......................... South Carolina
Fort Mill Ford, Inc............................................ South Carolina
Franciscan Motors, Inc......................................... California
Freedom Ford, Inc.............................................. Florida
Frontier Oldsmobile-Cadillac, Inc.............................. North Carolina
HMC Finance Alabama, Inc. ..................................... Alabama
Kramer Motors Incorporated..................................... California
L Dealership Group, Inc........................................ Texas
Marcus David Corporation....................................... North Carolina

                                       86


Riverside Nissan, Inc.......................................... Oklahoma
Royal Motor Company, Inc....................................... Alabama
Santa Clara Imported Cars, Inc................................. California
Smart Nissan, Inc.............................................. California
Sonic Automotive-Bondesen, Inc................................. Florida
Sonic Automotive of Chattanooga, LLC........................... Tennessee
Sonic Automotive-Clearwater, Inc............................... Florida
Sonic Automotive Collision Center of Clearwater, Inc.
 ............................................................... Florida
Sonic Automotive F&I, LLC...................................... Nevada
Sonic Automotive of Georgia, Inc............................... Georgia
Sonic Automotive of Nashville, LLC............................. Tennessee
Sonic Automotive of Nevada, Inc................................ Nevada
Sonic Automotive Servicing Company, LLC........................ Nevada
Sonic Automotive of Tennessee, Inc............................. Tennessee
Sonic Automotive of Texas, L.P................................. Texas
Sonic Automotive West, LLC..................................... Nevada
Sonic Automotive-1307 N. Dixie Hwy., NSB, Inc.................. Florida
Sonic Automotive-1400 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1455 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1495 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1500 Automall Drive, Columbus,
Inc............................................................ Ohio
Sonic Automotive-1720 Mason Ave., DB, Inc...................... Florida
Sonic Automotive-1720 Mason Ave., DB, LLC...................... Florida
Sonic Automotive-1919 N. Dixie Hwy., NSB, Inc.................. Florida
Sonic Automotive-21699 U.S. Hwy 19 N., Inc..................... Florida
Sonic Automotive-241 Ridgewood Ave., HH, Inc................... Florida
Sonic Automotive 2424 Laurens Rd., Greenville,
Inc............................................................ South Carolina
Sonic Automotive-2490 South Lee Highway, LLC................... Tennessee
Sonic Automotive 2752 Laurens Rd., Greenville,
Inc............................................................ South Carolina
Sonic Automotive-3401 N. Main, TX, L.P......................... Texas
Sonic Automotive-3700 West Broad Street,
Columbus, Inc.................................................. Ohio
Sonic Automotive-3741 S. Nova Rd., PO, Inc..................... Florida
Sonic Automotive-4000 West Broad Street,
Columbus, Inc.................................................. Ohio
Sonic Automotive-4701 I-10 East, TX, L.P....................... Texas
Sonic Automotive-5221 I-10 East, TX, L.P....................... Texas
Sonic Automotive 5260 Peachtree Industrial Blvd.,
LLC............................................................ Georgia
Sonic Automotive-5585 Peachtree Industrial Blvd.,

                                       87


LLC............................................................ Georgia
Sonic Automotive-6008 N. Dale Mabry, FL, Inc................... Florida
Sonic Automotive-6025 International Drive, LLC................. Tennessee
Sonic Automotive-9103 E. Independence, NC, LLC................. North Carolina
Sonic-2185 Chapman Rd., Chattanooga, LLC....................... Tennessee
Sonic-Camp Ford, L.P........................................... Texas
Sonic-Carrollton V, L.P........................................ Texas
Sonic Chrysler-Plymouth-Jeep, LLC.............................. North Carolina
Sonic-Classic Dodge, Inc....................................... Alabama
Sonic Dodge, LLC............................................... North Carolina
Sonic-Fitzgerald Chevrolet, LLC................................ North Carolina
Sonic-FM Automotive, LLC....................................... Florida
Sonic-FM , Inc................................................. Florida
Sonic-FM Nissan, Inc........................................... Florida
Sonic-FM VW, Inc............................................... Florida
Sonic-Fort Worth T, L.P........................................ Texas
Sonic-Freeland, Inc............................................ Florida
Sonic-Global Imports, L.P...................................... Georgia
Sonic-Glover, Inc.............................................. Oklahoma
Sonic-Integrity Dodge LV, LLC.................................. Nevada
Sonic-Las Vegas C East, LLC.................................... Nevada
Sonic-Las Vegas C West, LLC.................................... Nevada
Sonic-Lloyd Nissan, Inc........................................ Florida
Sonic-Lloyd Pontiac-Cadillac, Inc.............................. Florida
Sonic-Lute Riley, L. P......................................... Texas
Sonic-Manhattan Fairfax, Inc................................... Virginia
Sonic-Manhattan Waldorf, Inc................................... Maryland
Sonic-Montgomery FLM, Inc...................................... Alabama
Sonic-Newsome Chevrolet World, Inc............................. South Carolina
Sonic-Newsome of Florence, Inc................................. South Carolina
Sonic-North Charleston, Inc.................................... South Carolina
Sonic-North Charleston Dodge, Inc.............................. South Carolina
Sonic Peachtree Industrial Blvd., L.P.......................... Georgia
Sonic-Reading, L.P............................................. Texas
Sonic-Richardson F, L.P........................................ Texas
Sonic-Riverside, Inc........................................... Oklahoma
Sonic-Riverside Auto Factory, Inc.............................. Oklahoma
Sonic-Rockville Imports, Inc................................... Maryland
Sonic-Rockville Motors, Inc.................................... Maryland
Sonic-Sam White Nissan, L.P.................................... Texas
Sonic-Sam White Oldsmobile, L.P................................ Texas
Sonic-Shottenkirk, Inc......................................... Florida
Sonic-Stevens Creek B, Inc..................................... California
Sonic-Superior Oldsmobile, LLC................................. Tennessee
Sonic of Texas, Inc............................................ Texas
Sonic-Volvo LV, LLC............................................ Nevada
Sonic-Williams Buick, Inc...................................... Alabama

                                       88


Sonic-Williams Cadillac, Inc................................... Alabama
Sonic-Williams Imports, Inc.................................... Alabama
Sonic-Williams Motors, LLC..................................... Alabama
Speedway Chevrolet, Inc........................................ Oklahoma
SRE Alabama-2, LLC............................................. Alabama
SRE Alabama-3, LLC............................................. Alabama
SRealEstate Arizona-1, LLC..................................... Arizona
SRealEstate Arizona-2, LLC..................................... Arizona
SRealEstate Arizona-3, LLC..................................... Arizona
SRealEstate Arizona-4, LLC..................................... Arizona
SRE Florida-1, LLC............................................. Florida
SRE Florida-2, LLC............................................. Florida
SRE Florida-3, LLC............................................. Florida
SRE Georgia-1, L.P............................................. Georgia
SRE Georgia-2, L.P............................................. Georgia
SRE Georgia-3, L.P............................................. Georgia
SRE Holding, LLC............................................... North Carolina
SRE Nevada-1, LLC.............................................. Nevada
SRE Nevada-2, LLC.............................................. Nevada
SRE Nevada-3, LLC.............................................. Nevada
SRE South Carolina-1, LLC...................................... South Carolina
SRE South Carolina-2, LLC...................................... South Carolina
SRE Tennessee-1, LLC........................................... Tennessee
SRE Tennessee-2, LLC........................................... Tennessee
SRE Tennessee-3, LLC........................................... Tennessee
SRE Texas-1, L.P............................................... Texas
SRE Texas-2, L.P............................................... Texas
SRE Texas-3, L.P............................................... Texas
SRE Virginia-1, LLC............................................ Virginia
Stevens Creek Cadillac, Inc.................................... California
Town and Country Chrysler-Plymouth-Jeep, LLC................... Tennessee
Town and Country Chrysler-Plymouth-Jeep of
Rock Hill, Inc................................................. South Carolina
Town and Country Dodge of Chattanooga, LLC..................... Tennessee
Town and Country Ford, Incorporated............................ North Carolina
Town and Country Ford of Cleveland, LLC........................ Tennessee
Town and Country Jaguar, LLC................................... Tennessee
Transcar Leasing, Inc.......................................... California
Village Imported Cars, Inc..................................... Maryland
Windward, Inc.................................................. Hawaii

                                       89

EX-5.1

                                                                     Exhibit 5.1

              [Letterhead of Parker, Poe, Adams & Bernstein L.L.P.]


                                December 11, 2000

Sonic Automotive, Inc.
5401 East Independence Boulevard
P.O. Box 18747
Charlotte, NC 28212

                             Sonic Automotive, Inc.
                       Registration Statement on Form S-3
        Registration Nos. 333-50430 and 333-50430-01 through 333-50430-G7

Ladies and Gentlemen:

         We have acted as counsel for Sonic Automotive, Inc., a Delaware
corporation (the "Company") and the Guarantors (as defined below), in connection
with the registration by the Company and the Guarantors, under the Securities
Act of 1933, as amended (the "Securities Act"), of the offer and sale (a) by the
Company from time to time, pursuant to Rule 415 under the Securities Act, of (i)
unsecured debt securities, in one or more series, consisting of notes,
debentures or other evidences of indebtedness ("Debt Securities"), (ii) shares
of preferred stock, par value $.10 per share, of the Company in one or more
series ("Preferred Stock"), (iii) shares of Class A common stock, par value $.01
per share, of the Company ("Common Stock") and (iv) warrants to purchase shares
of Common Stock ("Warrants") and (b) by the subsidiaries of the Company (the
"Guarantors") from time to time, pursuant to Rule 415 under the Securities Act
of guarantees of the obligations of the Company under the Debt Securities (the
"Guarantees"). The aggregate initial offering price of the Debt Securities,
Preferred Stock, Common Stock, Warrants and Guarantees offered by the Company in
any such offering will not exceed $300,000,000 or, if applicable, the equivalent
thereof in any other currency or currency unit. The term "Securities" shall
collectively refer to the Debt Securities, the Preferred Stock, the Common
Stock, the Warrants and the Guarantees. The Securities will be offered in
amounts, at prices and on terms to be determined in light of market conditions
at the time of sale and to be set forth in the supplements to the Prospectus
contained in the Company's Form S-3 Registration Statement (Registration Nos.
333-50430 and 333-50430-01 through 333-50430-G7), as amended (the "Registration
Statement"), to which this opinion is an exhibit.

         We have also acted as counsel for the Company in connection with the
registration by the Company under the Securities Act, of the resale by certain
selling stockholders listed in the Registration Statement (the "Selling
Stockholders") of 57,976 shares of Common Stock that were issued by the Company
in connection with the acquisitions of the Selling Stockholders' businesses (the
"Resale Shares").



Sonic Automotive, Inc.
December 11, 2000
Page 2

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Amended and Restated Certificate of
Incorporation and Bylaws (or other organizational documents) of the Company and
each of the Guarantors, (ii) the form of Senior Indenture ("Senior Debt
Indenture") relating to senior debt of the Company ("Senior Debt Securities"),
including any Guarantees thereof, included as an exhibit to the Registration
Statement, (iii) the form of Subordinated Indenture (the "Subordinated Debt
Indenture" and together with the Senior Debt Indenture, the "Indentures")
relating to subordinated debt of the Company ("Subordinated Debt Securities" and
together with the Senior Debt Securities, the "Debt Securities"), including any
Guarantees thereof, included as an exhibit to the Registration Statement, (iv)
all actions of the Company's Board of Directors recorded in the Company's minute
book, (v) that certain Agreement and Plan of Merger and Reorganization dated as
of October 31, 1999, by and among the Company, FAA Acquisition Corp.,
FirstAmerica Automotive, Inc. and Certain of the Stockholders of FirstAmerica
Automotive, Inc. and (vi) such other certificates, instruments and documents as
considered appropriate for purposes of the opinions hereafter expressed. In
addition, we reviewed such questions of law as we considered appropriate.

         In connection with this opinion, we have assumed that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) have become effective; (ii) a Prospectus Supplement will have been
prepared and filed with the Commission describing any Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement; (iv) all Securities will be duly authorized, executed
and delivered by the parties thereto in substantially the form reviewed by us;
(v) each person signing each Indenture will have the legal capacity and
authority to do so; (vi) at the time of any offering or sale of any shares of
Common Stock or Preferred Stock by the Company, that the Company will have such
number of shares of Common Stock or Preferred Stock, as set forth in such
offering or sale, authorized, established (if applicable) and available for
issuance; (vii) a definitive purchase, underwriting or similar agreement with
respect to any Securities offered will have been duly authorized and validly
executed and delivered by the Company and the other parties thereto; (viii)
Securities issuable upon conversion, exchange or exercise of any Securities
being offered will have been duly authorized, established (if appropriate) and
reserved for issuance upon such conversion, exchange or exercise (if
appropriate); and (ix) the Resale Shares have been issued and will be sold in
compliance with applicable federal and state securities laws and such sales will
be in the manner stated in the Registration Statement.

         In addition, in connection with this opinion, with respect to
Guarantors that were organized in jurisdictions other than North Carolina or
Delaware, we have assumed that the applicable laws of such jurisdictions are the
same as the laws of North Carolina.

         Based upon the foregoing examination and review, we are of the opinion
that:

                  (i)      When (a) the applicable Indenture has been duly
                           qualified under the Trust Indenture Act of 1939, as
                           amended (the "TIA"), (b) the board of directors of



Sonic Automotive, Inc.
December 11, 2000
Page 3
                           the Company (or a duly authorized committee thereof)
                           has taken all necessary action to approve the
                           issuance and terms of any Debt Securities, (c) the
                           terms of such Debt Securities and of their issuance
                           and sale have been duly established in conformity
                           with the applicable Indenture so as not to violate
                           any applicable law or result in a default under or
                           breach of any agreement or instrument binding upon
                           the Company and so as to comply with any requirements
                           or restriction imposed by any court or governmental
                           body having jurisdiction over the Company, and (d)
                           such Debt Securities have been duly executed,
                           authenticated and delivered in accordance with the
                           applicable Indenture and issued and sold as
                           contemplated in the Registration Statement, such Debt
                           Securities will constitute valid and legally binding
                           obligations of the Company, subject to bankruptcy,
                           insolvency (including, without limitation, all laws
                           relating to fraudulent transfers), reorganization,
                           moratorium and similar laws relating to or affecting
                           creditors' rights generally and to general equitable
                           principles.

                  (ii)     When (a) the applicable Indenture has been duly
                           qualified under the TIA, (b) the board of directors
                           of the applicable Guarantor (or a duly authorized
                           committee thereof) or the other applicable governing
                           body has taken all necessary action to approve the
                           issuance and terms of any Guarantee, (c) the terms of
                           such Guarantee have been duly established in
                           conformity with the applicable Indenture so as not to
                           violate any applicable law or result in a default
                           under or breach of any agreement or instrument
                           binding upon such Guarantor and so as to comply with
                           any requirements or restriction imposed by any court
                           or governmental body having jurisdiction over such
                           Guarantor, and (d) such Guarantees have been duly
                           executed, authenticated and delivered in accordance
                           with the applicable Indenture and the Debt Securities
                           relating to such Guarantees have been issued and sold
                           as contemplated in the Registration Statement, such
                           Guarantees will constitute valid and legally binding
                           obligations of such Guarantor, subject to bankruptcy,
                           insolvency (including, without limitation, all laws
                           relating to fraudulent transfers), reorganization,
                           moratorium and similar laws relating to or affecting
                           creditors' rights generally and to general equitable
                           principles.

                  (iii)    When the applicable warrant agreement to be entered
                           into in connection with the issuance of Warrants has
                           been duly authorized, executed and delivered by the
                           Company and the warrant agent, the specific terms of
                           a particular Warrant have been duly authorized and
                           established in accordance with the applicable warrant
                           agreement, such Warrants have been duly authorized,
                           executed, issued and delivered against payment
                           therefor in accordance with the applicable warrant
                           agreement and the applicable underwriting or other
                           agreement and such Warrants have been issued and sold
                           as contemplated in



Sonic Automotive, Inc.
December 11, 2000
Page 4
                           the Registration Statement, such Warrants will be
                           duly authorized, validly issued, fully paid and
                           non-assessable.

                  (iv)     When (a) the board of directors of the Company (or a
                           duly authorized committee thereof) has taken all
                           necessary corporate action to approve the issuance
                           and sale of any shares of Common Stock or of any
                           series of Preferred Stock and (b) such shares have
                           been issued and sold as contemplated in the
                           Registration Statement, all such shares will be duly
                           authorized, validly issued, fully paid and
                           non-assessable, and any shares of Common Stock or of
                           any series of Preferred Stock issued upon conversion
                           of any Debt Securities or the exercise of any
                           Warrant, in accordance with the terms of the
                           applicable Indenture or warrant agreement, as the
                           case may be, will be duly authorized, validly issued,
                           fully paid and non-assessable.

                  (v)      The 7,247 shares of Common Stock issued by the
                           Company to TCW Leveraged Income Trust, L.P. have been
                           duly authorized and validly issued and are fully paid
                           and non-assessable.

                  (vi)     The 724 shares of Common Stock issued by the Company
                           to TCW Shared Opportunity Fund II., L.P. have been
                           duly authorized and validly issued and are fully paid
                           and non-assessable.

                  (vii)    The 3,623 shares of Common Stock issued by the
                           Company to Crescent/Mach I Partners, L.P. have been
                           duly authorized and validly issued and are fully paid
                           and non-assessable.

                  (viii)   The 24,831 shares of Common Stock issued by the
                           Company to TCW/Crescent Mezzanine Partners, L.P. have
                           been duly authorized and validly issued and are fully
                           paid and non-assessable.

                  (ix)     The 10,595 shares of Common Stock issued by the
                           Company to TCW/Crescent Mezzanine Trust have been
                           duly authorized and validly issued and are fully paid
                           and non-assessable.

                  (x)      The 956 shares of Common Stock issued by the Company
                           to TCW/Crescent Mezzanine Investment Partners, L.P.
                           have been duly authorized and validly issued and are
                           fully paid and non-assessable.

         The opinions expressed herein is limited to the General Corporation Law
of the State of Delaware and the laws of the States of New York and North
Carolina, as currently in effect.



Sonic Automotive, Inc.
December 11, 2000
Page 5

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus and "Legal Matters" in any prospectus
supplement forming part of the Registration Statement. In giving such consent,
we do not hereby admit that we are in the category of such persons whose consent
is required under Section 7 of the Securities Act.


                                      Very truly yours,


                                      /s/ Parker, Poe, Adams & Bernstein L.L.P.

EX-23

                                                                    Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Stockholders of
Sonic Automotive, Inc.:

We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement (No. 333-50430 and Nos. 333-50430-01 through
333-50430-G7) of Sonic Automotive, Inc. on Form S-3 of:

         o  our report dated March 17, 2000 on the consolidated financial
            statements of Sonic Automotive, Inc. and Subsidiaries as of December
            31, 1998 and 1999 and for each of the three years in the period
            ended December 31, 1999, appearing in the Annual Report on Form 10-K
            of Sonic Automotive, Inc. for the year ended December 31, 1999 (File
            No. 1-13395);

         o  our report dated November 23, 1999 on the financial statements of
            Freeland Automotive, a business unit of South Gate Motors, Inc., as
            of and for the year ended December 31, 1998 and our report dated
            August 13, 1999 on the combined financial statements of Manhattan
            Automotive Group as of and for the year ended December 31, 1998,
            both appearing in the Amendment to Sonic Automotive, Inc.'s Current
            Report on Form 8-K/A dated January 18, 2000;

         o  our report dated May 21, 1999 on the combined financial statements
            of Certain Dealerships, Assets and Liabilities of Lucas Dealership
            Group, Inc. as of December 31, 1998 and 1997 and for each of the
            three years in the period ended December 31, 1998, appearing in the
            Amendment to Sonic Automotive, Inc.'s Current Report on Form 8-K/A
            dated January 27, 2000; and

         o  our report dated February 16, 1999 on the consolidated financial
            statements of Sonic Automotive, Inc. and Subsidiaries as of December
            31, 1997 and 1998 and for each of the three years in the period
            ended December 31, 1998, our report dated March 26, 1999 on the
            combined financial statements of Williams Automotive Group as of and
            for the year ended December 31, 1998, our report dated March 16,
            1999 on the financial statements of Economy Cars, Inc. as of and for
            the year ended December 31, 1998, our report dated March 26, 1999 on
            the financial statements of Global Imports, Inc. as of and for the
            year ended December 31, 1998, our report dated March 12, 1999 on the
            combined financial statements of Newsome Automotive Group as of and
            for the year ended December 31, 1998, our report dated March 15,
            1999 on the combined financial statements of Lloyd Automotive Group
            as of and for the year ended December 31, 1998, and our report dated
            March 24, 1999 on the financial statements of Lute Riley Motors,
            Inc. as of and for the year ended December 31, 1998, all appearing
            in the Prospectus dated April 29, 1999 that was included in Sonic
            Automotive, Inc.'s Registration Statement on Form S-3 (Registration
            No. 333-71803).

We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of such S-3 Registration Statement.

DELOITTE & TOUCHE LLP
Charlotte, North Carolina

December 11, 2000

EX-23.2

                                                                    Exhibit 23.2

                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
FirstAmerica Automotive, Inc.


We consent to the incorporation by reference in the registration statement of
Sonic Automotive, Inc. of Form S-3 dated December 11, 2000 of our report dated
March 19, 1999, with respect to the consolidated balance sheets of FirstAmerica
Automotive, Inc. and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1998,
which report appears in the Form 8-K/A of Sonic Automotive dated January 27,
2000:


                                      /s/ KPMG LLP

December 11, 2000
San Francisco, California