S-4

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER __, 2003
                                                    REGISTRATION NO. 333-_______
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-4
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                            GROUP 1 AUTOMOTIVE, INC.*
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

         DELAWARE                         5511                 76-0506313
     (State or other                (Primary Standard        (I.R.S. Employer
jurisdiction of  incorporation   Industrial Classification  Identification No.)
     or organization)                 Code Number)


      950 ECHO LANE                                   SCOTT L. THOMPSON
        SUITE 100                              EXECUTIVE VICE PRESIDENT, CHIEF
   HOUSTON, TEXAS 77024                        FINANCIAL OFFICER AND TREASURER
     (713) 647-5700                               950 ECHO LANE, SUITE 100
                                                     HOUSTON, TEXAS 77024
                                                         (713) 647-5700
(Address, including zip code, and                 (Name, address, including
  telephone number, including                      zip code, and  telephone
   area code, of registrants'                   number, including area code, of
  principal executive offices)                          agent for service)

                         ------------------------------
                                    Copy to:
                              DOUGLAS E. McWILLIAMS
                             VINSON & ELKINS L.L.P.
                              2300 FIRST CITY TOWER
                               1001 FANNIN STREET
                            HOUSTON, TEXAS 77002-6760
                                 (713) 758-2222
                              (713) 758-2346 (FAX)
                         ------------------------------

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.

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

         If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]

         If this Form is a post-effective amendment filed pursuant to Rule
462(d) 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. [ ]

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

                         CALCULATION OF REGISTRATION FEE



                                                              Proposed Maximum     Proposed Maximum
          Title of Each Class of              Amount to be     Offering Price     Aggregate Offering       Amount of
        Securities to be Registered            Registered         Per Note            Price (1)        Registration Fee
        ---------------------------            ----------         --------            ---------        ----------------
                                                                                           
8.25% Senior Notes due August 15, 2013        $150,000,000          100%             $150,000,000           $12,135
- -----------------------------------------------------------------------------------------------------------------------
Guarantees by certain subsidiaries of               --               --                        --                -- (2)
Group 1 Automotive, Inc.*
- -----------------------------------------------------------------------------------------------------------------------


(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(f) under the Securities Act of 1933, as
         amended.

(2)      Pursuant to Rule 457(n), no separate fee for the guarantees is payable
         because the guarantees relate to other securities that are being
         registered concurrently.

* Includes certain subsidiaries of Group 1 Automotive, Inc. identified on the
following pages.



                             AMARILLO MOTORS-C, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2804523
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                             AMARILLO MOTORS-F, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2804528
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             AMARILLO MOTORS-J, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2804517
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                            AMARILLO MOTORS-SM, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2859294
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                        BOB HOWARD AUTOMOTIVE-EAST, INC.
             (Exact name of registrant as specified in its charter)

          OKLAHOMA                                           73-1511394
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                          BOB HOWARD AUTOMOTIVE-H, INC.
             (Exact name of registrant as specified in its charter)

         OKLAHOMA                                            73-1443717
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           BOB HOWARD CHEVROLET, INC.
             (Exact name of registrant as specified in its charter)

         OKLAHOMA                                            73-1329605
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             BOB HOWARD DODGE, INC.
             (Exact name of registrant as specified in its charter)

         OKLAHOMA                                            73-1494123
(State or other jurisdiction of                 (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             BOB HOWARD MOTORS, INC.
             (Exact name of registrant as specified in its charter)

         OKLAHOMA                                            73-1370828
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             BOB HOWARD NISSAN, INC.
             (Exact name of registrant as specified in its charter)

          OKLAHOMA                                           73-1524179
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                  BOHN-DC, LLC
             (Exact name of registrant as specified in its charter)

         DELAWARE                                            02-0688180
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                                  BOHN-FII, LLC
             (Exact name of registrant as specified in its charter)

         DELAWARE                                            30-0015852
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 BOHN-FIII, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              N/A
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             BOHN HOLDINGS-DC, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           02-0687995
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                              BOHN HOLDINGS-F, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           26-0010831
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             BOHN HOLDINGS-GM, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           26-0010865
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                              BOHN HOLDINGS-S, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           02-0688169
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               CASA CHEVROLET INC.
             (Exact name of registrant as specified in its charter)

         NEW MEXICO                                          85-0450426
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                        CASA CHRYSLER PLYMOUTH JEEP INC.
             (Exact name of registrant as specified in its charter)

         NEW MEXICO                                          85-0450428
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                              CHAPERRAL DODGE, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2807212
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                        COLONIAL CHRYSLER-PLYMOUTH, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2807213
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               COURTESY FORD, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0558145
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                                DANVERS-DC, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2938754
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               DANVERS-DCII, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2938564
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               DANVERS-DCIII, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0632150
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                DANVERS-GM, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2938755
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 DANVERS-N, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           46-0488420
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                DANVERS-NII, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           73-1650142
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 DANVERS-S, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2938756
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                DANVERS-SU, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2938757
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 DANVERS-T, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2931798
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                DANVERS-TII, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           46-0481783
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                DANVERS-TL, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2938758
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                         DELAWARE ACQUISITION-DC, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              N/A
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                         DELAWARE ACQUISITION-F, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              N/A
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                         DELAWARE ACQUISITION-GM, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0390053
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                         DELAWARE ACQUISITION-N, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              N/A
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                         DELAWARE ACQUISITION-T, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              N/A
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                    FMM, INC.
             (Exact name of registrant as specified in its charter)

         CALIFORNIA                                          95-2913972
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               GPI ATLANTA-F, INC.
             (Exact name of registrant as specified in its charter)

          GEORGIA                                            58-1092802
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                              GPI ATLANTA-FLM, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0646122
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                            GPI ATLANTA-FLM II, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-3016997
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               GPI ATLANTA-T, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0646121
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                                    GPI, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0625642
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                            GROUP 1 ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0390227
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                            GROUP 1 FL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           82-0573686
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           GROUP 1 HOLDINGS-DC, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2203214
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           GROUP 1 HOLDINGS-F, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2203228
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           GROUP 1 HOLDINGS-GM, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2203229
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           GROUP 1 HOLDINGS-H, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2203230
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           GROUP 1 HOLDINGS-N, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2203232
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           GROUP 1 HOLDINGS-S, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2203234
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           GROUP 1 HOLDINGS-T, L.L.C.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2203236
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                          GROUP 1 LP INTERESTS-DC, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0379880
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                          GROUP 1 LP INTERESTS-F, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0382407
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                          GROUP 1 LP INTERESTS-GM, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0390228
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                          GROUP 1 LP INTERESTS-H, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0393132
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                          GROUP 1 LP INTERESTS-N, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0390229
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                          GROUP 1 LP INTERESTS-S, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0393131
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                          GROUP 1 LP INTERESTS-T, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           51-0390230
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                              GROUP 1 REALTY, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0632149
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                              GULF BREEZE FORD, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           81-0586750
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HARVEY-FLM, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           02-0688177
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                HARVEY FORD, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2200134
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                                 HARVEY GM, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2931595
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                            HARVEY OPERATIONS-T, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           52-2203237
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HARVEY-SM, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           02-0688178
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HARVEY-T, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2930807
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             HIGHLAND AUTOPLEX, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             74-2873513
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HOWARD-DC, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           73-1577852
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                HOWARD-DCII, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           46-0470095
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                HOWARD-FLM, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           05-0569822
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                HOWARD FORD, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           73-1620768
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HOWARD-GM, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           73-1577853
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               HOWARD-GM II, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           73-1613234
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                               HOWARD-GMIII, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           46-0470101
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HOWARD-H, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           73-1577855
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HOWARD-HA, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           73-1577856
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                            HOWARD PONTIAC-GMC, INC.
             (Exact name of registrant as specified in its charter)

          OKLAHOMA                                           73-1022200
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HOWARD-SB, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           46-0470107
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 HOWARD-SI, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           73-1577854
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                            IRA AUTOMOTIVE GROUP, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-2940277
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             JIM TIDWELL FORD, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           58-2436391
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                  KEY FORD, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           59-1168670
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 KOONS FORD, LLC
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           59-1914202
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                  KUTZ-DC, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2763925
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                                  KUTZ-N, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-1905979
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                              LUBBOCK MOTORS, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2822208
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             LUBBOCK MOTORS-F, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2804514
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             LUBBOCK MOTORS-S, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2868766
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             LUBBOCK MOTORS-SH, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2859295
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             LUBBOCK MOTORS-T, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2804659
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               LUBY CHEVROLET CO.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           84-0459450
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                        MAXWELL CHRYSLER DODGE JEEP, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             74-2690982
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               MAXWELL FORD, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             74-2884783
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 MAXWELL-G, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             16-1629302
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 MAXWELL-N, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             74-2360462
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                                MAXWELL-NII, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0513858
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                MAXWELL-SM, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             74-2551405
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 McCALL-H, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0237540
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 McCALL-HA, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0173063
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 McCALL-N, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             46-0478546
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 McCALL-T, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             74-1649754
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                McCALL-TII, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0654109
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                                 McCALL-TL, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0270456
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                          MIKE SMITH AUTOMOTIVE-H, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0603178
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                          MIKE SMITH AUTOMOTIVE-N, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0566784
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           MIKE SMITH AUTOPLAZA, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0202396
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)



                         MIKE SMITH AUTOPLEX BUICK, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0566787
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                         MIKE SMITH AUTOPLEX DODGE, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0566783
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                    MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0566786
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                            MIKE SMITH AUTOPLEX, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0561393
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                           MIKE SMITH AUTOPLEX-V, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0566788
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                               MIKE SMITH GM, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0603181
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                            MIKE SMITH IMPORTS, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0586800
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

                             MIKE SMITH MOTORS, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0586392
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                                  MILLBRO, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                         95-4676240
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                          MILLER AUTOMOTIVE GROUP, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                         95-4261521
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                           MILLER FAMILY COMPANY, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                         95-4585358
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)



                              MILLER IMPORTS, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                         95-3749847
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                              MILLER INFINITI INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                         95-4229913
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                          MILLER MOTORS VAN NUYS, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                         77-0421478
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                               MILLER NISSAN, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                         95-1912506
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                                MILLER-NII, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0707006
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                              PERIMETER FORD, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           76-0558147
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                        PRESTIGE CHRYSLER NORTHWEST, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             74-2679593
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                          PRESTIGE CHRYSLER SOUTH, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             74-2690980
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                          ROCKWALL AUTOMOTIVE-DCD, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             76-0659030
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                           ROCKWALL AUTOMOTIVE-F, LTD.
             (Exact name of registrant as specified in its charter)

           TEXAS                                             75-2804507
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)

                     SUNSHINE BUICK PONTIAC GMC TRUCK, INC.
             (Exact name of registrant as specified in its charter)

         NEW MEXICO                                          85-0457224
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                Number)



         EACH REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================



The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                SUBJECT TO COMPLETION, DATED SEPTEMBER ___, 2003
PROSPECTUS

                                     [Logo]
                            Group 1 Automotive, Inc.
                             OFFER TO EXCHANGE UP TO
       $150,000,000 OF 8.25% SENIOR SUBORDINATED NOTES DUE AUGUST 15, 2013
                                       FOR
                    $150,000,000 OF 8.25% SENIOR SUBORDINATED
                    NOTES DUE AUGUST 15, 2013 THAT HAVE BEEN
                   REGISTERED UNDER THE SECURITIES ACT OF 1933

                           TERMS OF THE EXCHANGE OFFER

- -        We are offering to exchange up to $150,000,000 of our outstanding 8.25%
         Senior Subordinated Notes due August 15, 2013 for new notes with
         substantially identical terms that have been registered under the
         Securities Act of 1933, or Securities Act, and are freely tradable.

- -        We will exchange all outstanding notes that you validly tender and do
         not validly withdraw before the exchange offer expires for an equal
         principal amount of new notes.

- -        The exchange offer expires at 5:00 p.m., New York City time, on
         __________, 2003, unless extended. We do not currently intend to extend
         the exchange offer.

- -        Tenders of outstanding notes may be withdrawn at any time prior to the
         expiration of the exchange offer.

- -        The exchange of outstanding notes for new notes will not be a taxable
         event to you for U.S. federal income tax purposes.

         TERMS OF THE NEW 8.25% SENIOR SUBORDINATED NOTES OFFERED IN THE
                                 EXCHANGE OFFER

MATURITY

- -        The new notes will mature on August 15, 2013.

INTEREST

- -        Interest on the new notes is payable on February 15 and August 15 of
         each year, beginning February 15, 2004.

- -        Interest will accrue from August 13, 2003.

REDEMPTION

- -        We may redeem some or all of the notes at any time on or after August
         15, 2008 at redemption prices listed in "Description of New Notes --
         Optional Redemption," and prior to that date we may redeem all or a
         portion of the notes at a redemption price equal to the principal
         amount plus the make-whole premium set forth in "Description of New
         Notes -- Optional Redemption", plus accrued and unpaid interest to the
         redemption date.

- -        Subject to certain limitations, at any time on or before August 15,
         2006, we may also redeem up to 35% of the notes using the net proceeds
         of certain equity offerings.

CHANGE OF CONTROL

- -        If we experience a change of control, subject to certain conditions, we
         must offer to purchase the notes.

RANKING

- -        The notes are senior subordinated obligations. The notes rank equally
         in right of payment with all of our other existing and future senior
         subordinated obligations.

- -        The new notes are subordinated to our existing and future senior debt.

GUARANTEES

- -        If we cannot make payment on the notes when they are due, substantially
         all of our subsidiaries have guaranteed the notes and must make payment
         instead.

                       ---------------------------------
         PLEASE READ "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF
FACTORS YOU SHOULD CONSIDER BEFORE PARTICIPATING IN THE EXCHANGE OFFER.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                       ---------------------------------

                  The date of this prospectus is        , 2003.



         This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission, or SEC. In making your investment decision,
you should rely only on the information contained in this prospectus and in the
accompanying letter of transmittal. We have not authorized anyone to provide you
with any other information. If you receive any unauthorized information, you
must not rely on it. We are not making an offer to sell these securities in any
state where the offer is not permitted. You should not assume that the
information contained in this prospectus, or the documents incorporated by
reference into this prospectus, is accurate as of any date other than the date
on the front cover of this prospectus or the date of such document, as the case
may be.

                                TABLE OF CONTENTS

                                                   
FORWARD-LOOKING INFORMATION........................         1
WHERE YOU CAN FIND MORE INFORMATION................         2
PROSPECTUS SUMMARY.................................         4
SELECTED HISTORICAL FINANCIAL INFORMATION..........         8
RISK FACTORS.......................................        10
EXCHANGE OFFER.....................................        19
RATIO OF EARNINGS TO FIXED CHARGES.................        26
USE OF PROCEEDS....................................        27
DESCRIPTION OF NEW NOTES...........................        28
U.S. FEDERAL INCOME TAX CONSIDERATIONS.............        60
PLAN OF DISTRIBUTION...............................        61
LEGAL MATTERS......................................        62
EXPERTS ...........................................        62
LETTER OF TRANSMITTAL..............................   ANNEX A





                           FORWARD-LOOKING INFORMATION

         This prospectus includes or incorporates by reference certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, or Exchange Act.
These statements include statements regarding our plans, goals, beliefs or
current expectations, including those plans, goals, beliefs and expectations of
our officers and directors with respect to, among other things:

         -    the completion of future acquisitions;

         -    operating cash flows and availability of capital;

         -    capital expenditures;

         -    changes in sales volumes in the new and used vehicle and parts and
              service markets;

         -    business trends, including incentives, product cycles and interest
              rates;

         -    availability of financing for inventory and working capital;

         -    inventory levels; and

         -    the early retirement of our outstanding 10 7/8% senior
              subordinated notes.

         Any such forward-looking statements are not assurances of future
performance and involve risks and uncertainties. Actual results may differ
materially from anticipated results in the forward-looking statements for a
number of reasons, including:

         -    the future economic environment, including consumer confidence,
              interest rates, the price of gasoline, the level of manufacturer
              incentives and the availability of consumer credit may affect the
              demand for new and used vehicles and parts and service sales;

         -    the effect of adverse international developments such as war,
              terrorism, political conflicts or other hostilities;

         -    regulatory environment, adverse legislation, or unexpected
              litigation;

         -    our principal automobile manufacturers, especially Ford,
              Toyota/Lexus, GM and DaimlerChrysler may not continue to produce
              or make available to us vehicles that are in high demand by our
              customers;

         -    requirements imposed on us by our manufacturers may limit our
              acquisitions and affect capital expenditures related to our
              dealership facilities;

         -    our dealership operations may not perform at expected levels or
              achieve expected improvements;

         -    we may not achieve expected future cost savings and our future
              costs could be higher than we expected;

         -    available capital resources and various debt agreements may limit
              our ability to complete acquisitions and complete construction of
              new or expanded facilities;

         -    our cost of financing could increase significantly;

         -    new accounting standards could materially impact our reported
              earnings;

         -    we may not complete additional acquisitions or the pace of
              acquisitions may change;

         -    we may not be able to adjust our cost structure;

                                       1


         -    we may lose key personnel;

         -    competition in our industry may impact our operations or our
              ability to complete acquisitions;

         -    insurance costs could increase significantly;

         -    we may not achieve expected sales volumes from the new franchises
              granted to us; and

         -    we may not obtain inventory of new and used vehicles and parts,
              including imported inventory, at the cost, or in the volume, we
              expect.

         The information contained in this prospectus, including the information
set forth under the heading "Risk Factors" identifies factors that could affect
our operating results and performance. We urge you to carefully consider those
factors.

         All forward-looking statements attributable to us are qualified in
their entirety by this cautionary statement.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC (File No. 1-13461). These reports and other
information include as exhibits copies of material documents and agreements. Our
SEC filings are available to the public over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information about the public
reference room. Our SEC filings are also available at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to that information. This prospectus incorporates important
business and financial information about us that is not included in or delivered
with this prospectus. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any further filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information
furnished to the SEC pursuant to Item 9 or Item 12 of any current report on Form
8-K and any certification furnished to the SEC as an exhibit to any periodic
report on Form 10-K or Form 10-Q, until the termination of this offering:

         -        Annual Report on Form 10-K for the year ended December 31,
                  2002;

         -        Quarterly Reports on Form 10-Q for the quarters ended March
                  31, 2003 and June 30, 2003; and

         -        Current Reports on Form 8-K filed January 29, 2003, February
                  19, 2003, April 7, 2003, April 9, 2003, April 10, 2003, May 1,
                  2003, May 21, 2003, June 2, 2003, June 3, 2003, July 10, 2003,
                  July 31, 2003, July 31, 2003, August 4, 2003, August 11, 2003,
                  August 27, 2003, September 2, 2003 and September 19, 2003
                  (excluding any information furnished pursuant to Item 9 or
                  Item 12 of any Current Report on Form 8-K).

         All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act (excluding any information furnished pursuant to Item
9 or Item 12 on any current report on Form 8-K and any certification furnished
to the SEC as an exhibit to any periodic report on Form 10-K or Form 10-Q)
subsequent to the date of this filing and prior to the termination of this
offering shall be deemed to be incorporated in this prospectus and to be a part
hereof from the date of the filing of such document. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
prospectus, or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference, modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.

                                       2


         You should rely solely upon the information provided in this
prospectus. We have not authorized anyone to provide you with different
information. You should not assume that the information in this prospectus is
accurate as of any date other than the date of this prospectus.

         Our annual, quarterly and current reports, and any amendments thereto,
that we file with the SEC are made available, free of charge, over the Internet
through our website at http://www.group1auto.com as soon as reasonably
practicable after we electronically file them with or furnish them to the SEC.
You may also request copies of our filings with the SEC, which we will provide
at no cost, by writing or telephoning us at Group 1 Automotive, Inc., 950 Echo
Lane, Suite 100, Houston, Texas 77024, Attention: Investor Relations, (713)
647-5700. To obtain timely delivery, you should request this information no
later than ______, 2003, which is five business days before the expiration of
the offer.

                                       3


                               PROSPECTUS SUMMARY

         The following summary contains information about us and the offering of
the new notes. It does not contain all of the information that you should
consider in making your investment decision. For a more complete understanding
of us and this offering, you should read and consider carefully all of the
information in this prospectus, particularly the information set forth under
"Risk Factors" and the financial information appearing elsewhere in this
prospectus. In addition, certain statements include forward-looking information
which involves risks and uncertainties. Please read "Forward-Looking
Information." Except as otherwise indicated herein, or as the context may
otherwise require, the words "we," "our" and "us" refer collectively to Group 1
Automotive, Inc. and our consolidated subsidiaries. References to the "notes" in
this prospectus include both the outstanding notes and the new notes.

                                   THE COMPANY

OVERVIEW

         Group 1 Automotive, Inc. is a leading operator in the $1 trillion U.S.
automotive retailing industry. Since our initial public offering in 1997, we
have more than quadrupled our annual revenues and are now one of the top 10
dealership groups in the United States by revenues. We currently own 71
dealerships comprised of 112 franchises, 29 different brands and 25 collision
service centers located in California, Colorado, Florida, Georgia, Louisiana,
Massachusetts, New Mexico, Oklahoma and Texas.

         Through our dealerships and Internet sites, we sell new and used cars
and light trucks; arrange related financing, vehicle service and insurance
contracts; provide maintenance and repair services; and sell replacement parts.
In 2002, we sold more than 160,000 retail new and used vehicles.

         Our principal executive offices are located at 950 Echo Lane, Suite
100, Houston, Texas 77024. Our telephone number is (713) 647-5700 and our
website is http://www.group1auto.com. Information contained on our website or
that can be accessed through our website is not incorporated by reference in
this prospectus and you should not consider such information to be part of this
prospectus.

                               THE EXCHANGE OFFER

         On August 13, 2003, we completed a private offering of the outstanding
notes. As part of the private offering that closed on August 13, 2003, we
entered into a registration rights agreement with the initial purchasers of the
outstanding notes in which we agreed, among other things, to deliver this
prospectus to you and to use our reasonable best efforts to complete the
exchange offer within 30 business days after the date the SEC declared effective
the registration statement of which this prospectus is a part. The following is
a summary of the exchange offer.

                                              
Exchange Offer..............................     We are offering to exchange new notes for outstanding notes.

Expiration Time and Date....................     The exchange offer will expire at 5:00 p.m. New York City time, on _______________
                                                 2003, unless we decide to extend it.

Condition to Exchange Offer.................     The registration rights agreement does not require us to accept outstanding notes
                                                 for exchange if the exchange offer or the making of any exchange by a holder of the
                                                 outstanding notes would violate any applicable law or interpretation of the staff
                                                 of the SEC. A minimum aggregate principal amount of outstanding notes being
                                                 tendered is not a condition to the exchange offer.

Procedures for Tendering Outstanding Notes..     To participate in the exchange offer, you must follow the procedures established by
                                                 The Depository Trust Company, which we call "DTC," for tendering notes held in
                                                 book-entry form. These procedures, which we call "ATOP," require that the



                                       4


                                              
                                                 exchange agent receive, prior to the expiration date of the exchange offer, a
                                                 computer generated message known as an "agent's message" that is transmitted
                                                 through DTC's automated tender offer program and that DTC confirm that:

                                                    -        DTC has received your instructions to exchange your notes, and

                                                    -        you agree to be bound by the terms of the letter of transmittal.

                                                 For more details, please read "Exchange Offer -- Terms of the Exchange Offer" and "
                                                 -- Procedures for Tendering."

Guaranteed Delivery Procedures..............     None.

Withdrawal of Tenders.......................     You may withdraw your tender of outstanding notes at any time prior to the
                                                 expiration date. To withdraw, you must submit a notice of withdrawal to the
                                                 exchange agent using ATOP procedures before 5:00 p.m. New York City time on the
                                                 expiration date of the exchange offer. Please read "Exchange Offer -- Withdrawal of
                                                 Tenders."

Acceptance of Outstanding Notes and Delivery
   of New Notes.............................     If you fulfill all conditions required for proper acceptance of outstanding notes,
                                                 we will accept any and all outstanding notes that you properly tender in the
                                                 exchange offer on or before 5:00 p.m. New York City time on the expiration date. We
                                                 will return any outstanding notes that we do not accept for exchange, or with
                                                 respect to which all conditions for acceptance have not been met, to you without
                                                 expense as promptly as practicable after the expiration date. We will deliver the
                                                 new notes as promptly as practicable after the expiration date and acceptance of
                                                 the outstanding notes for exchange. Please read "Exchange Offer -- Terms of the
                                                 Exchange Offer."

Fees and Expenses...........................     We will bear all expenses related to the exchange offer. Please read "Exchange
                                                 Offer -- Fees and Expenses."

Use of Proceeds.............................     The issuance of the new notes will not provide us with any new proceeds. We are
                                                 making this exchange offer solely to satisfy our obligations under the registration
                                                 rights agreement with the initial purchasers of the outstanding notes.

Consequences of Failure to Exchange
   Outstanding Notes........................     If you do not exchange your outstanding notes in this exchange offer, you will no
                                                 longer be able to require us to register the outstanding notes under the Securities
                                                 Act except in the limited circumstances provided under the registration rights
                                                 agreement. In addition, you will not be able to resell, offer to resell or
                                                 otherwise transfer the outstanding notes unless we have registered the outstanding
                                                 notes under the Securities Act, or unless you resell, offer to resell or otherwise
                                                 transfer them under an exemption from the registration requirements of, or in a
                                                 transaction not subject to, the Securities Act.

U.S. Federal Income Tax Considerations......     The exchange of new notes for outstanding notes in the exchange offer should not be
                                                 a taxable event to you for U.S. federal income



                                       5


                                              
                                                 tax purposes. Please read "U.S. Federal Income Tax Considerations."

Exchange Agent .............................     We have appointed Wells Fargo Bank, N.A. as exchange agent for the exchange offer.
                                                 You should direct questions and requests for assistance and requests for additional
                                                 copies of this prospectus (including the letter of transmittal) to the exchange
                                                 agent addressed as follows: Wells Fargo Bank, N.A., P.O. Box 1517, Minneapolis,
                                                 Minnesota 55480-1517, Attention: Corporate Trust Operations. Eligible institutions
                                                 may make requests by facsimile at (612) 667-4927.



                             TERMS OF THE NEW NOTES

         The new notes will be identical to the outstanding notes except that
the new notes are registered under the Securities Act and will not have
restrictions on transfer, registration rights or provisions for special interest
and will contain different administrative terms. The new notes will evidence the
same debt as the outstanding notes, and the same indenture will govern the new
notes and the outstanding notes.

         The following summary contains basic information about the new notes
and is not intended to be complete. It does not contain all the information that
is important to you. For a more complete understanding of the new notes, please
read "Description of New Notes."

                                                
Issuer...........................................  Group 1 Automotive, Inc.

Notes Offered....................................  $150,000,000 in aggregate principal amount of 8.25% Senior Subordinated Notes due
                                                   August 15, 2013.

Maturity Date....................................  August 15, 2013.

Interest on New Notes............................  8.25% annually, accruing from August 13, 2003.

Payment Dates....................................  Interest will be payable semi-annually in arrears on February 15 and August 15 of
                                                   each year, commencing February 15, 2004.

Subsidiary Guarantees............................  The new notes will be fully and unconditionally guaranteed on a senior
                                                   subordinated basis by substantially all of our current and future U.S.
                                                   subsidiaries. Substantially all of our subsidiaries are expected to guarantee the
                                                   new notes when they are first issued.

Ranking..........................................  The new notes and the subsidiary guarantees will be our senior subordinated
                                                   obligations, ranking equally in right of payment with our 10 7/8% Senior
                                                   Subordinated Notes due March 1, 2009 and the related subsidiary guarantees. The
                                                   new notes will rank behind our current and future senior debt, and the subsidiary
                                                   guarantee of each subsidiary guarantor will rank behind the senior debt of that
                                                   subsidiary guarantor.

Optional Redemption..............................  We may redeem any of the new notes at any time on or after August 15, 2008, in
                                                   whole or in part, in cash, at the redemption prices described in "Description of
                                                   New Notes -- Optional Redemption," plus accrued and unpaid interest to the date
                                                   of redemption.

                                                   At any time on or prior to August 15, 2006, we may redeem up to 35% of the
                                                   aggregate principal amount of notes issued under



                                       6


                                                
                                                   the indenture with the net proceeds of certain public offerings of our common
                                                   stock at a redemption price equal to 108.250% of the principal amount of the
                                                   notes plus accrued and unpaid interest to the date of redemption. We may make
                                                   that redemption only if, after the redemption, at least 65% of the aggregate
                                                   principal amount of notes issued under the indenture remains outstanding.

                                                   In addition, at any time prior to August 15, 2008, we may redeem all or a portion
                                                   of the new notes at a redemption price equal to the principal amount plus the
                                                   make-whole premium set forth in the section "Optional Redemption" under the
                                                   heading "Description of New Notes," plus accrued and unpaid interest to the
                                                   redemption date.

Change of Control................................  If we experience a Change of Control (as defined under "Description of New Notes
                                                   -- Covenants - Change of Control"), we will be required to make an offer to
                                                   repurchase the new notes at a price equal to 101% of the principal amount, plus
                                                   accrued and unpaid interest to the date of repurchase.

Covenants........................................  The terms of the new notes will restrict our ability and the ability of our
                                                   restricted subsidiaries to, among other things:

                                                      -        become liable for additional indebtedness;

                                                      -        pay dividends on stock or repurchase stock;

                                                      -        make certain investments;

                                                      -        sell certain assets;

                                                      -        use assets to secure subordinated indebtedness;

                                                      -        engage in transactions with affiliated persons or entities; and

                                                      -        engage in mergers and consolidations.

                                                   These limitations will be subject to a number of important qualifications and
                                                   exceptions. See "Description of New Notes -- Covenants."

Transfer Restrictions; Absence of a Public
   Market for the Notes.....................       The new notes generally will be freely transferable, but will also be new
                                                   securities for which there will not initially be a market. There can be no
                                                   assurance as to the development or liquidity of any market for the new notes.



                                  RISK FACTORS

         Please read "Risk Factors" beginning on page 10 for a discussion of
certain factors you should consider before participating in the exchange offer.

                                       7


                    SELECTED HISTORICAL FINANCIAL INFORMATION

         We derived the following selected consolidated financial information as
of and for the fiscal year ended December 31, 2002 from our financial statements
audited by Ernst & Young LLP, independent auditors. We derived the following
selected consolidated financial information as of and for the four fiscal years
ended December 31, 2001 from our financial statements audited by Arthur Andersen
LLP, independent public accountants, who have ceased operations. We derived the
following summary consolidated financial information as of and for the six
months ended June 30, 2002 and 2003 from our unaudited consolidated financial
statements which include all normal and recurring adjustments that, in the
opinion of management, are necessary for a fair presentation of the results of
the six month periods presented. Results as of and for the six months ended June
30, 2003 may not be indicative of results for the entire year.

         You should read the information set forth below in conjunction with the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements, and the
related notes to those financial statements, included in our most recent Annual
Report on Form 10-K and our most recent Quarterly Report on Form 10-Q, each of
which is incorporated by reference in this prospectus.



                                                                                                              SIX MONTHS ENDED
                                                       YEAR ENDED DECEMBER 31,                                     JUNE 30,
                               -----------------------------------------------------------------------    --------------------------
                                  1998           1999           2000           2001           2002           2002          2003
                               -----------    -----------    -----------    -----------    -----------    -----------   ------------
                                                        (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                                                   
INCOME STATEMENT DATA:
Revenues:
  New vehicle retail sales..   $   933,774    $ 1,469,653    $ 2,172,786    $ 2,373,299    $ 2,526,847    $ 1,168,055   $ 1,287,208
  Used vehicle retail
    sales ..................       412,974        609,707        808,698        949,086        921,359        448,641       456,154
  Used vehicle wholesale
    sales ..................        99,127        144,043        199,720        190,565        222,529        107,099       126,449
  Parts and service sales ..       139,144        212,970        306,089        360,201        402,169        187,202       227,392
  Retail finance fees ......        21,204         33,235         45,043         56,272         58,869         27,772        31,363
  Vehicle service contract
    fees ...................        16,329         27,020         37,484         44,080         52,346         23,815        30,634
  Other finance and
    insurance revenues,
    net ....................         7,505         11,696         16,326         22,871         30,245         16,594        18,471
                               -----------    -----------    -----------    -----------    -----------    -----------   -----------
    Total revenues .........     1,630,057      2,508,324      3,586,146      3,996,374      4,214,364      1,979,178     2,177,671
Cost of sales ..............     1,393,547      2,131,967      3,058,709      3,389,122      3,562,069      1,666,906     1,824,007
                               -----------    -----------    -----------    -----------    -----------    -----------   -----------
Gross profit ...............       236,510        376,357        527,437        607,252        652,295        312,272       353,664
Selling, general and
  administrative expenses...       178,038        279,791        393,679        458,546        502,732        237,650       275,017
Depreciation and
  amortization expense (1)..         6,426         10,616         16,038         17,358         11,940          5,621         6,941
                               -----------    -----------    -----------    -----------    -----------    -----------   -----------
  Income from operations ...        52,046         85,950        117,720        131,348        137,623         69,001        71,706
Other income and (expenses):
  Floorplan interest
    expense ................       (12,837)       (20,395)       (37,536)       (27,935)       (19,371)        (8,732)      (11,682)
  Other interest expense,
    net ....................        (4,027)       (10,052)       (15,500)       (13,863)        (9,925)        (5,191)       (4,703)
  Other income (expense),
    net ....................            39            186          1,142           (128)        (1,045)          (110)          (89)
                               -----------    -----------    -----------    -----------    -----------    -----------   -----------
  Income before income
    taxes ..................        35,221         55,689         65,826         89,422        107,282         54,968        55,232
Provision for income taxes..        14,502         22,174         25,014         33,980         40,217         20,338        20,436
                               -----------    -----------    -----------    -----------    -----------    -----------   -----------
  Net income ...............   $    20,719    $    33,515    $    40,812    $    55,442    $    67,065    $    34,630   $    34,796
                               ===========    ===========    ===========    ===========    ===========    ===========   ===========
Earnings per share:
  Basic ....................   $      1.20    $      1.62    $      1.91    $      2.75    $      2.93    $      1.50   $      1.55
  Diluted ..................   $      1.16    $      1.55    $      1.88    $      2.59    $      2.80    $      1.42   $      1.50




                                                                                                                SIX MONTHS
                                                       YEAR ENDED DECEMBER 31,                                 ENDED JUNE 30,
                                  ----------------------------------------------------------------           -------------------
                                  1998           1999           2000           2001           2002           2002           2003
                                  ----           ----           ----           ----           ----           ----           ----
                                                                                                       
SELECTED RATIOS:
Ratio of earnings to fixed
  charges (2)................     2.6            2.4            2.0            2.5            3.7            3.9            3.6


                                       8





                                                  AS OF DECEMBER 31,                       AS OF JUNE 30,
                           --------------------------------------------------------------  --------------
                              1998         1999         2000         2001         2002         2003
                              ----         ----         ----         ----         ----         ----
                                                      (DOLLARS IN THOUSANDS)
                                                                          
BALANCE SHEET DATA:
Working capital ........   $   48,251   $   80,128   $   54,769   $  154,713   $   93,755   $  122,008
Inventories, net .......      219,176      386,255      527,101      454,961      622,205      699,187
Total assets ...........      447,710      842,910    1,099,553    1,054,425    1,423,765    1,474,026
Floorplan debt .........      193,405      363,489      536,707      364,954      652,538      662,141
Senior subordinated
  notes ................           --       97,889       94,444       85,002       74,149       74,220
Other debt .............       45,787       16,361       47,455       12,184       10,070        9,438
Total debt excluding
  floorplan debt .......       45,787      114,250      141,899       97,186       84,219       83,658
Stockholders' equity ...      136,184      232,029      247,416      392,243      443,417      481,293


- ----------------------
(1)  In January 2002, we adopted Statement of Financial Accounting Standards
     (SFAS) No. 142. Under SFAS No. 142, goodwill is no longer subject to
     amortization. Prior to January 1, 2002, we included goodwill amortization
     in depreciation and amortization expense in our consolidated statements of
     operations. Goodwill amortization included in depreciation and amortization
     totaled $2.2, $4.5, $6.7 and $7.5 million for the years ended December 31,
     1998, 1999, 2000, and 2001, respectively.

(2)  For purposes of computing the ratio of earnings to fixed charges,
     earnings consist of income before provision for income taxes plus fixed
     charges (excluding capitalized interest); and fixed charges consist of
     interest expensed and capitalized, amortization of debt discount and
     expense related to indebtedness, and the portion of rental expense deemed
     to be representative of the interest factor attributable to leases for
     rental property.

                                       9


                                  RISK FACTORS

         In addition to the information set forth elsewhere or incorporated by
reference in this prospectus, the following factors relating to us, the exchange
offer and the new notes should be considered carefully in deciding whether to
participate in the exchange offer.

                RISKS RELATED TO THE EXCHANGE OFFER AND THE NOTES

IF YOU DO NOT PROPERLY TENDER YOUR OUTSTANDING NOTES, YOU WILL CONTINUE TO HOLD
UNREGISTERED OUTSTANDING NOTES AND YOUR ABILITY TO TRANSFER OUTSTANDING NOTES
WILL BE ADVERSELY AFFECTED.

         We will only issue new notes in exchange for outstanding notes that you
timely and properly tender. Therefore, you should allow sufficient time to
ensure timely tender of the outstanding notes and you should carefully follow
the instructions on how to tender your outstanding notes. Neither we nor the
exchange agent is required to tell you of any defects or irregularities with
respect to your tender of outstanding notes.

         If you do not exchange your outstanding notes for new notes pursuant to
the exchange offer, the outstanding notes you hold will continue to be subject
to the existing transfer restrictions. In general, you may not offer or sell the
outstanding notes except under an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. We do not
plan to register outstanding notes under the Securities Act unless our
registration rights agreement with the initial purchasers of the outstanding
notes requires us to do so. Further, if you continue to hold any outstanding
notes after the exchange offer is consummated, you may have trouble selling them
because there will be fewer such notes outstanding.

SOME HOLDERS WHO EXCHANGE THEIR OLD NOTES MAY BE DEEMED TO BE UNDERWRITERS AND
THESE HOLDERS WILL BE REQUIRED TO COMPLY WITH THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS IN CONNECTION WITH ANY RESALE TRANSACTION.

         If you exchange your old notes in the exchange offer for the purpose of
participating in a distribution of the new notes, you may be deemed to have
received restricted securities and, if so, will be required to comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

OUR SUBSTANTIAL LEVEL OF INDEBTEDNESS MAY LIMIT CASH FLOW AVAILABLE TO INVEST IN
THE ONGOING NEEDS OF OUR BUSINESS, WHICH COULD PREVENT US FROM FULFILLING OUR
OBLIGATIONS UNDER THE NOTES.

         We have a significant amount of indebtedness and substantial debt
service requirements.

         In addition, we will be permitted to incur substantial indebtedness in
the future. The indenture for the notes and our other debt instruments permit us
to incur additional debt under certain circumstances.

         Our level of indebtedness could have significant adverse consequences
to you. For example, it could:

       -    make it more difficult for us to obtain additional financing in the
            future for our acquisition program and our operations;

       -    require us to dedicate a substantial portion of our cash flow from
            operations to the payment of debt service, reducing the availability
            of our cash flow to fund working capital, capital expenditures,
            acquisitions and other general corporate purposes;

       -    increase our vulnerability to adverse economic or industry
            conditions;

       -    limit our ability to obtain additional financing in the future to
            enable us to react to changes in our business or industry;

        -   prevent us from raising the funds necessary to repurchase all notes
            tendered to us upon the occurrence of specific changes of control in
            our ownership, which could constitute a default under the indenture
            governing the notes; or

       -    place us at a competitive disadvantage compared to businesses in our
            industry that have less indebtedness.

         We may need to refinance all or a portion of our indebtedness,
including our credit facilities, or obtain additional financing in order to meet
our obligations under the notes and our other outstanding debt and to meet our

                                       10


other liquidity needs. We may not be able to refinance our indebtedness or
obtain additional financing on commercially reasonable terms or at all. Our
inability to obtain such refinancing or additional financing could have a
material adverse effect on us.

         Additionally, any failure to comply with covenants in the instruments
governing our debt could result in an event of default which, if not cured or
waived, could have a material adverse effect on us. See "Description of New
Notes."

WE ARE A HOLDING COMPANY AND AS A RESULT ARE DEPENDENT ON OUR SUBSIDIARIES TO
GENERATE SUFFICIENT CASH AND DISTRIBUTE CASH TO US TO SERVICE OUR INDEBTEDNESS,
INCLUDING THE NOTES.

         Our ability to make payments on our indebtedness, fund our ongoing
operations and invest in capital expenditures and any acquisitions will depend
on our subsidiaries' ability to generate cash in the future and distribute that
cash to us. It is possible that our subsidiaries may not generate sufficient
cash from operations in an amount sufficient to enable us to service our
indebtedness, including the notes. Many of our subsidiaries are subject to
restrictions on the payment of dividends under certain circumstances pursuant to
their franchise agreements, dealer agreements, other agreements with
manufacturers, mortgages, loan facilities and floor plan agreements. For
example, most of the agreements contain minimum working capital or net worth
requirements, and some manufacturers' dealer agreements specifically prohibit a
distribution to us if the distribution would cause the dealership to fail to
meet such manufacturer's capitalization guidelines, including net working
capital. These restrictions could limit our ability to utilize profits generated
from one subsidiary at other subsidiaries or, in some cases, at the parent
company.

YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES IS JUNIOR TO OUR EXISTING AND FUTURE
SENIOR INDEBTEDNESS AND THE EXISTING AND FUTURE SENIOR INDEBTEDNESS OF OUR
GUARANTORS.

         The notes and the guarantees are subordinated to the prior payment in
full of our and the guarantors' respective current and future senior
indebtedness to the extent set forth in the indenture. Because of the
subordination provisions of the notes, in the event of the bankruptcy,
liquidation or dissolution of Group 1 or any guarantor, our assets or the assets
of the guarantors would be available to pay obligations under the notes and our
other senior subordinated obligations only after all payments had been made on
our or the guarantors' senior indebtedness. Sufficient assets may not remain
after all these payments have been made to make required payments on the notes
and any other senior subordinated obligations (which includes the outstanding
senior subordinated notes), including payments of interest when due. As a
result, holders of the notes may receive less, ratably, than our other unsecured
general creditors if we are the subject of a bankruptcy, liquidation,
reorganization or similar proceeding.

         In addition, we will be prohibited from making all payments on the
notes and the guarantees in the event of a payment default on our senior
indebtedness (including borrowings under our credit facilities) and, for limited
periods, upon the occurrence of other defaults under our credit facilities. In
the event of a non-payment default under our senior indebtedness, we may not
have sufficient funds to pay all our creditors, including the holders of the
notes. See "Description of New Notes."

RESTRICTIONS IMPOSED BY OUR CREDIT FACILITIES AND OUR OTHER DEBT INSTRUMENTS,
INCLUDING THE INDENTURE GOVERNING THE NOTES, LIMIT OUR ABILITY TO OBTAIN
ADDITIONAL FINANCING AND TO PURSUE BUSINESS OPPORTUNITIES.

         The operating and financial restrictions and covenants in our debt
instruments, including our credit facilities and the notes, may adversely affect
our ability to finance our future operations or capital needs or to pursue
certain business activities. In particular, our credit facilities require us to
maintain certain financial ratios. Our ability to comply with these ratios may
be affected by events beyond our control. A breach of any of these covenants or
our inability to comply with the required financial ratios could result in a
default under our credit facilities. In the event of any default under our
credit facilities, the lenders under those facilities could elect to declare all
borrowings outstanding, together with accrued and unpaid interest and other
fees, to be due and payable, to require us to apply all of our available cash to
repay these borrowings or to prevent us from making debt service payments on the
notes, any of which would be an event of default under the notes. See
"Description of New Notes."

                                       11


IT MAY NOT BE POSSIBLE FOR US TO PURCHASE THE NOTES ON THE OCCURRENCE OF A
CHANGE IN CONTROL.

         Upon the occurrence of specific change of control events, we will be
required to offer to repurchase all of the notes at 101% of the principal amount
of the notes plus accrued and unpaid interest, including any special interest,
to the date of purchase. We cannot assure you that there will be sufficient
funds available for us to make any required repurchase of the notes upon a
change of control. Our failure to purchase tendered notes would constitute a
default under the indenture governing the notes, which, in turn, would
constitute a default under our credit facilities and other debt instruments. See
"Description of New Notes -- Covenants -- Change of Control."

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE NOTE-HOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS.

         Under U.S. bankruptcy law and comparable provisions of state fraudulent
transfer laws, a subsidiary guarantee can be voided, or claims under a
subsidiary guarantee may be subordinated to all other debts of that subsidiary
guarantor if, among other things, the subsidiary guarantor, at the time it
incurred the indebtedness evidenced by its guarantee:

    -    intended to hinder, delay or defraud any present or future creditor or
         received less than reasonably equivalent value or fair consideration
         for the issuance of the guarantee; and

    -    the subsidiary guarantor:

            -        was insolvent or rendered insolvent by reason of issuing
                     the guarantee;

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

            -        intended to incur, or believed that it would incur, debts
                     beyond its ability to pay those debts as they become due.

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

         The measures of insolvency for purposes of fraudulent transfer laws
will vary depending upon the governing law. Generally, a guarantor would be
considered insolvent if:

    -    the sum of its debts, including contingent liabilities, was greater
         than the fair salable value of all of its assets;

    -    the present fair salable value of its assets was less than the amount
         that would be required to pay its probable liability on its existing
         debts, including contingent liabilities, as they became absolute and
         mature; or

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

         In the event the guarantee of the notes by a subsidiary guarantor is
voided as a fraudulent conveyance, holders of the notes would effectively be
subordinated to all indebtedness and other liabilities of that guarantor.

NO PUBLIC MARKET EXISTS FOR THE NEW NOTES. AN ACTIVE TRADING MARKET MAY NOT
DEVELOP FOR THE NEW NOTES, WHICH MAY LIMIT YOUR ABILITY TO RESELL THEM.

         The new notes will constitute a new class of securities for which there
is no established trading market. We do not intend to list the new notes on a
stock exchange or seek their admission for trading in the National Association
of Securities Dealers Automated Quotation System. Although the initial
purchasers of the outstanding notes have advised us that they intend to make a
market in the new notes, they are not obligated to do so, and they may cease to
do so at any time without notice. Accordingly, we cannot assure you that an
active trading market for the new notes will develop or, if a trading market
develops, that it will continue. The lack of an active trading market for the
new notes would have a material adverse effect on the market price and liquidity
of the notes. If a market for the notes develops, they may trade at a discount
from par.

                                       12


                          RISKS RELATED TO OUR BUSINESS

IF WE FAIL TO OBTAIN A DESIRABLE MIX OF POPULAR NEW VEHICLES FROM MANUFACTURERS,
OUR PROFITABILITY WILL BE NEGATIVELY AFFECTED.

         We depend on the manufacturers to provide us with a desirable mix of
new vehicles. The most popular vehicles usually produce the highest profit
margins and are frequently difficult to obtain from the manufacturers. If we
cannot obtain sufficient quantities of the most popular models, our
profitability may be adversely affected. Sales of less desirable models may
reduce our profit margins.

IF WE FAIL TO OBTAIN RENEWALS OF ONE OR MORE OF OUR FRANCHISE AGREEMENTS ON
FAVORABLE TERMS OR SUBSTANTIAL FRANCHISES ARE TERMINATED, OUR OPERATIONS MAY BE
SIGNIFICANTLY IMPAIRED.

         Each of our dealerships operates under a franchise agreement with one
of our manufacturers (or authorized distributors). Under our dealership
franchise agreements, the manufacturers exert considerable influence over the
operations of our dealerships. Each of the franchise agreements may be
terminated or not renewed by the manufacturer for a variety of reasons,
including any unapproved changes of ownership or management. While we believe
that we will be able to renew all of our franchise agreements, we cannot
guarantee that all of our franchise agreements will be renewed or that the terms
of the renewals will be favorable to us. Our franchise agreements do not give us
the exclusive right to sell a manufacturer's product within a given geographic
area.

MANUFACTURERS' RESTRICTIONS ON ACQUISITIONS MAY LIMIT OUR FUTURE GROWTH.

         We must obtain the consent of the manufacturer prior to the acquisition
of any of its dealership franchises. Delays in obtaining, or failing to obtain,
manufacturer approvals for dealership acquisitions could adversely affect our
acquisition program. Obtaining the consent of a manufacturer for the acquisition
of a dealership could take a significant amount of time or might be rejected
entirely. In determining whether to approve an acquisition, manufacturers may
consider many factors, including the moral character and business experience of
the dealership principals and the financial condition, ownership structure,
customer satisfaction index scores and other performance measures of our
dealerships.

         Our manufacturers attempt to measure customers' satisfaction with
automobile dealerships through systems generally known as the customer
satisfaction index, or CSI. The manufacturers have modified the components of
their CSI scores from time to time in the past, and they may replace them with
different systems at any time. From time to time, we may not meet all of the
manufacturers' requirements to make acquisitions. 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 or other measures. However,
we cannot assure you that all of our proposed future acquisitions will be
approved.

         In addition, a manufacturer may limit the number of its dealerships
that we may own or the number that we may own in a particular geographic area.
If we reach a limitation imposed by a manufacturer for a particular geographic
market, we will be unable to make additional tuck-in acquisitions in that market
of that manufacturer's franchises, which could limit our ability to grow in that
geographic area. In addition, geographic limitations imposed by manufacturers
could restrict our ability to acquire platforms whose markets overlap with those
already served by us. The following is a summary of the restrictions imposed by
the manufacturers that accounted for 10% or more of our new vehicle retail unit
sales in 2002.

         FORD. Ford currently limits the number of dealerships that we may own
to the greater of (1) 15 Ford and 15 Lincoln and Mercury dealerships and (2)
that number of Ford, Lincoln and Mercury dealerships accounting for 5% of the
preceding year's total Ford, Lincoln and Mercury retail sales of those brands in
the United States. Currently, we own a total of 23 Ford, Lincoln and Mercury
dealership franchises, which represented approximately 0.7% of the national
retail sales of Ford, Lincoln and Mercury for the six months ended June 30,
2003. In addition, Ford limits us to one Ford dealership in a Ford-defined
market area having two or less authorized Ford dealerships and one-third of Ford
dealerships in any Ford-defined market area having more than three authorized
Ford dealerships. In many of its dealership franchise agreements Ford has the
right of first refusal to acquire, subject to applicable state law, a Ford
franchised dealership when its ownership changes. Currently, Ford is emphasizing
increased sales performance from all of its franchised dealers, including our
Ford dealerships. To this end, Ford has requested that we focus on

                                       13


the performance of owned dealerships as opposed to acquiring additional Ford
dealerships. We intend to comply with this request.

         TOYOTA/LEXUS. Toyota restricts the number of dealerships that we may
own and the time frame over which we may acquire them. Under Toyota's standard
Multiple Ownership Agreement, we may acquire additional dealerships, over a
minimum of seven semi-annual periods, up to a maximum number of dealerships
equal to 5% of Toyota's aggregate national annual retail sales volume. In
addition, Toyota restricts the number of Toyota dealerships that we may acquire
in any Toyota-defined region and "Metro" market, as well as any contiguous
market. We may acquire only four primary Lexus dealerships or six outlets
nationally, including only two Lexus dealerships in any one of the four Lexus
geographic areas. Our Lexus companion dealership located south of Houston is not
considered by Lexus to be a primary Lexus dealership for purposes of the
restriction on the number of Lexus dealerships we may acquire. Currently, we own
nine Toyota and two primary Lexus dealership franchises, which represented
approximately 1.3% of the national retail sales of Toyota for the six months
ended June 30, 2003.

         GENERAL MOTORS. General Motors, or GM, currently evaluates our
acquisitions of GM dealerships on a case-by-case basis. GM, however, limits the
maximum number of GM dealerships that we may acquire at any time to 50% of the
GM dealerships, by franchise line, in a GM-defined geographic market area.
Currently, we own 20 GM dealership franchises and could acquire approximately
7,900 GM dealership franchises nationally, dependent upon franchise line and
restrictions within particular GM-defined geographic market areas. Additionally,
our current agreement with GM does not include Saturn dealerships and our future
acquisition of a Saturn dealership will be subject to GM approval on a
case-by-case basis.

         DAIMLERCHRYSLER. Currently, we have no agreement with Chrysler
restricting our ability to acquire Chrysler dealerships. Chrysler has advised us
that in determining whether to approve an acquisition of a Chrysler dealership,
Chrysler considers the number of Chrysler dealerships the acquiring company
already owns. Chrysler currently carefully considers, on a case-by-case basis,
any acquisition that would cause the acquiring company to own more than 10
Chrysler dealerships nationally, six in the same Chrysler-defined zone and two
in the same market. Our agreement with Mercedes-Benz, in addition to limitations
on the number of dealership franchises in particular metropolitan markets and
regions, limits us to a maximum of the greater of four Mercedes-Benz dealership
franchises or the number of dealership franchises that would account for up to
3% of the preceding year's total Mercedes-Benz retail sales. Currently, we own
22 Chrysler and one Mercedes-Benz dealership franchises.

MANUFACTURERS' RESTRICTIONS COULD NEGATIVELY IMPACT OUR ABILITY TO OBTAIN
CERTAIN TYPES OF FINANCINGS.

         Provisions in our agreements with our manufacturers may restrict, in
the future, our ability to obtain certain types of financing. A number of our
manufacturers prohibit pledging the stock of their franchised dealerships. For
example, our agreement contains provisions prohibiting pledging the stock of our
GM franchised dealerships. Our agreement with Ford permits pledging our Ford
franchised dealerships' stock and assets, but only for Ford dealership-related
debt. Moreover, our Ford agreement permits our Ford franchised dealerships to
guarantee, and to use Ford franchised dealership assets to secure our debt, but
only for Ford dealership-related debt. Ford waived that requirement with respect
to our March 1999 senior subordinated notes offering and the subsidiary
guarantees of those notes and has waived that requirement in respect of our
recently completed offering of notes and related subsidiary guarantees. Certain
of our manufacturers require us to meet certain financial ratios, which, if we
fail to meet these ratios the manufacturers may reject proposed acquisitions,
and may give them the right to purchase their franchises for fair value.

CERTAIN RESTRICTIONS RELATING TO OUR MANAGEMENT AND OWNERSHIP OF OUR COMMON
STOCK COULD DETER PROSPECTIVE ACQUIRORS FROM ACQUIRING CONTROL OF US AND
ADVERSELY AFFECT OUR ABILITY TO ENGAGE IN EQUITY OFFERINGS.

         As a condition to granting their consent to our previous acquisitions
and our initial public offering, some of our manufacturers have imposed other
restrictions on us. These restrictions prohibit, among other things:

    -    any one person, who in the opinion of the manufacturer is unqualified
         to own its franchised dealership or has interests incompatible with the
         manufacturer, from acquiring more than a specified percentage of our
         common stock (ranging from 20% to 50% depending on the particular
         manufacturer's restrictions) and this trigger level can fall to as low
         as 5% if another vehicle manufacturer is the entity acquiring the
         ownership interest or voting rights;

                                       14


    -    certain material changes in our business or extraordinary corporate
         transactions such as a merger or sale of a material amount of our
         assets;

    -    change in control of our Board of Directors or management; and

    -    the removal of a dealership general manager without the consent of the
         manufacturer.

         Our manufacturers may also impose additional restrictions on us in the
future. If we are unable to comply with these restrictions, we generally must
sell the assets of the dealerships to the manufacturer or to a third party
acceptable to the manufacturer or terminate the dealership agreements with the
manufacturer, which may have a material adverse effect on us.

IF MANUFACTURERS DISCONTINUE SALES INCENTIVES AND OTHER PROMOTIONAL PROGRAMS,
OUR RESULTS OF OPERATIONS MAY BE MATERIALLY AND ADVERSELY AFFECTED.

         We depend on our manufacturers for sales incentives and other programs
that are intended to promote dealership sales or support dealership
profitability. Manufacturers historically have made many changes to their
incentive programs during each year. A discontinuation or change in our
manufacturers' incentive programs could adversely affect our business. Moreover,
some manufacturers use a dealership's CSI scores as a factor for participating
in incentive programs. Failure to comply with the CSI standards could adversely
affect our participation in dealership incentive programs, which could have a
material adverse effect on us.

OUR RELATIONSHIP WITH OUR MANUFACTURERS IMPOSES A NUMBER OF RESTRICTIONS ON OUR
OPERATIONS, WHICH MAY REQUIRE US TO DIVERT OUR FINANCIAL RESOURCES FROM USES
THAT MANAGEMENT BELIEVES MAY BE OF BETTER VALUE TO US.

         Our manufacturer agreements specify that, in certain situations, we
cannot operate a dealership franchised by another manufacturer in the same
building as that manufacturer's franchised dealership. In addition, some
manufacturers, like GM, are in the process of realigning their franchised
dealerships along defined "channels," such as combining Pontiac, Buick and GMC
in one dealership location. As a result, GM as well as other manufacturers may
require us to move or sell some dealerships.

         Our manufacturers generally require that the dealership premises meet
defined image standards and may direct us to implement costly capital
improvements to dealerships as a condition for renewing certain franchise
agreements. All of these requirements could impose significant capital
expenditures on us in the future.

         Pursuant to the automobile dealership franchise agreements to which our
dealerships are subject, all dealerships are required to maintain a certain
minimum working capital, as determined by the manufacturers. This requirement
could require us to utilize available capital to maintain the working capital
levels of our dealerships at manufacturer-required levels.

OUR SUCCESS DEPENDS UPON THE OVERALL SUCCESS OF THE LINE OF VEHICLES THAT EACH
OF OUR DEALERSHIPS SELLS.

         Demand for our manufacturers' vehicles as well as the financial
condition, management, marketing, production and distribution capabilities of
our manufacturers affect our business. Our Ford, Toyota/Lexus, DaimlerChrysler
and GM dealerships represented approximately 26.6%, 25.5%, 13.0% and 11.8%,
respectively, of our 2002 total new vehicle retail unit sales. Although we have
attempted to lessen our dependence on any one manufacturer by buying dealerships
representing a number of different domestic and foreign manufacturers, events
such as labor disputes and other production disruptions that may adversely
affect a manufacturer may also adversely affect us. Similarly, the late delivery
of vehicles from manufacturers, which sometimes occurs during periods of new
product introductions, can lead to reduced sales during those periods. Moreover,
any event that causes adverse publicity involving any of our manufacturers may
have an adverse effect on us regardless of whether such event involves any of
our dealerships.

GROWTH IN OUR REVENUES AND EARNINGS WILL BE IMPACTED BY OUR ABILITY TO ACQUIRE
AND SUCCESSFULLY INTEGRATE AND OPERATE DEALERSHIPS.

         We cannot guarantee that we will be able to identify and acquire
dealerships in the future. In addition, we cannot guarantee that such
acquisitions will be successful or will be on terms and conditions consistent
with past acquisitions. Restrictions by our manufacturers, as well as covenants
contained in our debt instruments, limit our

                                       15


ability to acquire additional dealerships. In addition, increased competition
for acquisition candidates may develop, which could result in fewer acquisition
opportunities available to us and/or higher acquisition prices. Some of our
competitors may have greater financial resources than us.

         We will continue to need substantial capital in order to acquire
additional automobile dealerships. In the past, we have financed these
acquisitions with a combination of cash flow from operations, proceeds from
borrowings under our credit facility, bond issuances and stock offerings and
issuances of our common stock to the sellers of the acquired dealerships.

         We currently intend to finance future acquisitions by issuing shares of
common stock as partial consideration for acquired dealerships. The use of
common stock as consideration for acquisitions will depend on two factors: (1)
the market value of our common stock at the time of the acquisition and (2) the
willingness of potential acquisition candidates to accept common stock as part
of the consideration for the sale of their businesses. If potential acquisition
candidates are unwilling to accept our common stock, we will rely solely on
available cash or debt or equity financing, which could adversely affect our
acquisition program. Accordingly, our ability to make acquisitions could be
adversely affected if the price of our common stock is depressed.

         In addition, managing and integrating additional dealerships into our
existing mix of dealerships may result in substantial costs, delays or other
operational or financial problems. Acquisitions involve a number of special
risks, including the difficulties of managing operations located in geographic
areas where we have not previously operated, possible diversion of resources and
management's attention, inability to retain key personnel at the acquired entity
and risks associated with unanticipated events or liabilities, some or all of
which could have a material adverse effect on our business, financial condition
and results of operations. 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 business assets,
we may not be able to ascertain the actual value of the acquired entity.

THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR OPERATIONS AND GROWTH.

         We depend to a large extent upon the abilities and continued efforts of
our executive officers, senior management and principals of our dealerships.
Furthermore, we will likely be dependent on the senior management of any
dealerships acquired in the future. We have long-term employment agreements with
our Chairman, President and Chief Executive Officer and some of the principals
of our dealerships. Our two Executive Vice Presidents are currently employed
under employment agreements that operate on a month-to-month basis. If any of
those persons leaves or if we fail to attract and retain other qualified
employees, our business could be adversely affected. We currently have no key
man insurance for any of our officers or executive management.

CHANGES IN INTEREST RATES COULD ADVERSELY IMPACT OUR PROFITABILITY.

         All of the borrowings under our credit facilities bear interest based
on a floating rate. A significant increase in interest rates could cause a
substantial increase in our cost of borrowing. At times, we manage our exposure
to interest rate volatility through the use of interest rate swaps.

         Additionally, a significant increase in interest rates could adversely
impact our ability to arrange financing for vehicle sales at rates acceptable to
our customers and the volume of fees we receive for arranging the financing.

CHANGES IN OUR INSURANCE PROGRAMS COULD ADVERSELY IMPACT OUR PROFITABILITY.

         Automobile dealerships require insurance covering a broad variety of
risks. We have insurance on our real property, comprehensive coverage for our
vehicle inventory, general liability insurance, employee dishonesty coverage,
employment practices liability insurance, pollution coverage and errors and
omissions insurance in connection with vehicle sales and financing activities.
Additionally, our insurance includes umbrella policies with a $106.0 million
aggregate limit, which covers losses in excess of our $500,000 self-insured
retention on general liability claims.

                                       16


         Additionally, we retain some risk of loss under our self-insured
medical and property/casualty programs. Changes in the insurance market could
impact our level of retained risk and our results of operations.

WE ARE SUBJECT TO A NUMBER OF RISKS ASSOCIATED WITH IMPORTING INVENTORY.

         A portion of our new vehicle business involves the sale of vehicles,
vehicle parts or vehicles composed of parts that are manufactured outside the
United States. As a result, our operations are subject to customary risks
associated with imported merchandise, including fluctuations in the value of
currencies, import duties, exchange controls, trade restrictions, work stoppages
and general political and economic conditions in foreign countries.

         The United States or the countries from which our products are imported
may, from time to time, impose new quotas, duties, tariffs or other
restrictions, or adjust presently prevailing quotas, duties or tariffs on
imported merchandise. Any of those impositions or adjustments could affect our
operations and our ability to purchase imported vehicles and parts. This, in
turn, could have an adverse effect on our business.

THE CYCLICALITY AND SEASONALITY OF VEHICLE SALES MAY ADVERSELY IMPACT OUR
PROFITABILITY.

         Our operations, like the automotive retailing industry in general, can
be impacted by a number of factors relating to general economic conditions,
including consumer business cycles, consumer confidence, economic conditions,
availability of consumer credit and interest rates.

         Our operations are subject to seasonal variations, with the second and
third quarters generally contributing more operating profit than the first and
fourth quarters. Three primary forces drive this seasonality: (1)
manufacturer-related factors, primarily the historical timing of major
manufacturer incentive programs and model changeovers, (2) weather-related
factors and (3) consumer buying patterns.

THE AUTOMOTIVE RETAILING INDUSTRY IS HIGHLY COMPETITIVE, WHICH MAY REDUCE OUR
PROFITABILITY AND GROWTH.

         The automotive retailing industry is highly competitive. In large
metropolitan areas, consumers have a number of choices in deciding where to
purchase a new or used vehicle and where to have the vehicle serviced. Our
profitability and growth may be materially and adversely affected by our
competitors and the overall competition in the industry.

         In the new vehicle market, our dealerships compete with other
franchised dealerships, auto brokers, leasing companies, and internet companies.
Our dealerships do not have any cost advantage in purchasing new vehicles from
the manufacturers, and typically rely on advertising and merchandising, sales
expertise, service reputation and location of the dealership to sell new
vehicles. In the used vehicle market, our dealerships compete with other
franchised dealers, independent used vehicle dealers, automobile rental agencies
and private parties. In the service market, our dealerships compete against
franchised dealerships, franchised and independent service center chains and
independent repair shops. In the parts market, our dealerships compete with
other automobile dealers, service stores and auto parts retailers.

         In the acquisition area, we compete with other national dealer groups
and individual investors for acquisitions. Some of our competitors may have
greater financial resources and competition may increase acquisition pricing. We
cannot guarantee that we will be able to complete acquisitions on terms
favorable to us.

IF STATE DEALER LAWS ARE REPEALED OR WEAKENED, OUR DEALERSHIPS WILL BE MORE
SUSCEPTIBLE TO TERMINATION, NON-RENEWAL OR RE-NEGOTIATION OF THEIR FRANCHISE
AGREEMENTS.

         State dealer laws generally provide that a manufacturer may not
terminate or refuse to renew a franchise agreement unless it has first provided
the dealer with written notice setting forth good cause and stating the grounds
for termination or nonrenewal. Some state dealer laws allow dealers to file
protests or petitions or attempt to comply with the manufacturer's criteria
within the notice period to avoid the termination or nonrenewal. Though
unsuccessful to date, manufacturers' lobbying efforts may lead to the repeal or
revision of state dealer laws. If dealer laws are repealed in the states in
which we operate, manufacturers may be able to terminate our franchises without
providing advance notice, an opportunity to cure or a showing of good cause.
Without the protection of state dealer laws, it may also be more difficult for
our dealers to renew their franchise agreements upon expiration. In addition,

                                       17


these laws restrict the ability of automobile manufacturers to directly enter
the retail market in the future. If manufacturers obtain the ability to directly
retail vehicles and do so in our markets, such competition could have a material
adverse effect on us.

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, consumer protection laws and
environmental requirements governing, among other things, discharges to the air
and water, the storage of petroleum substances and chemicals, the handling and
disposal of wastes, and the remediation of contamination arising from spills and
releases. The violation of those laws and regulations could result in civil and
criminal penalties being levied against us or in a cease and desist order
against operations that are not in compliance. Future acquisition by us may also
be subject to governmental regulation, including antitrust reviews. Although we
believe that we substantially comply with all applicable laws and regulations
relating to our business, future laws and regulations or changes to existing
laws or regulations may be more stringent and require us to incur significant
additional costs.

YOUR ABILITY TO RECOVER FROM OUR FORMER AUDITORS, ARTHUR ANDERSEN LLP, FOR ANY
POTENTIAL FINANCIAL MISSTATEMENTS IS LIMITED.

         On May 9, 2002, our audit committee and our board of directors
dismissed Arthur Andersen LLP as our independent auditors and engaged Ernst &
Young LLP to serve as our independent auditors for fiscal 2002. Our audited
consolidated financial statements as of December 31, 2001 and for each of the
years in the two-year period ended December 31, 2001, which are incorporated by
reference in this prospectus, have been audited by Arthur Andersen, our former
independent auditors, as set forth in their reports, but Arthur Andersen has not
consented to the incorporation by reference of these reports in this prospectus
or in the registration statement of which this prospectus forms a part.

         Arthur Andersen completed its audit of our consolidated financial
statements for the year ended December 31, 2001 and issued its report relating
to those consolidated financial statements on February 14, 2002. Subsequently,
Arthur Andersen has ceased to audit publicly held companies. As a result, you
may not be able to recover against Arthur Andersen for any claims you may have
under securities or other laws as a result of Arthur Andersen's previous role as
our independent public accountants and as author of the audit report for some of
the audited financial statements incorporated by reference in this prospectus.

                                       18


                                 EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

         In connection with the issuance of the outstanding notes, we entered
into a registration rights agreement with the initial purchasers of the
outstanding notes. Under the registration rights agreement, we agreed to:

        -    within 90 days after the original issuance of the outstanding notes
             on August 13, 2003, file a registration statement with the SEC with
             respect to a registered offer to exchange each outstanding note for
             a new note having terms substantially identical in all material
             respects to such note except that the new note will not contain
             terms with respect to transfer restrictions, registration rights or
             special interest;

        -    use our reasonable best efforts to cause the registration statement
             to be declared effective under the Securities Act within 180 days
             after the original issuance of the outstanding notes;

        -    following the effectiveness of the registration statement, offer
             the new notes in exchange for surrender of the outstanding notes;
             and

        -    use our reasonable best efforts to complete the exchange offer
             within 30 business days of the effective date of the registration
             statement.

         We have fulfilled the agreements described in the first two of the
preceding bullet points and are now offering eligible holders of the outstanding
notes the opportunity to exchange their outstanding notes for new notes
registered under the Securities Act. Holders are eligible if they are not
prohibited by any law or policy of the SEC from participating in this exchange
offer. The new notes will be substantially identical to the outstanding notes
except that the new notes will not contain terms with respect to transfer
restrictions, registration rights or special interest.

         Under limited circumstances set forth in the registration rights
agreement, we have agreed to use our reasonable best efforts to cause the SEC to
declare effective under the Securities Act a shelf registration statement for
the resale of the outstanding notes. We also agreed to use our reasonable best
efforts to keep the shelf registration statement effective for up to two years
after the original issuance of the outstanding notes.

         We will pay special cash interest on the applicable outstanding notes,
subject to certain exceptions:

        (1)  if we fail to file a registration statement required by the
             registration rights agreement with the SEC on or before the date on
             which such registration statement is required to be filed;

        (2)  if any such registration statement is not declared effective by the
             SEC on or before the date on which such registration statement is
             required to become or be declared effective;

        (3)  if the exchange offer is not completed within 30 business days
             after the date of the registration statement relating to the
             exchange offer is required to be filed with the SEC; or

        (4)  after any of the registration statements required by the
             registration rights agreement has been declared effective but
             thereafter ceases to be effective or usable (subject to certain
             exceptions) in connection with resales of the notes;

from and including the date on which any such registration default occurs to but
excluding the date on which all registration defaults have been cured.

         The rate of the special interest will be 0.25% per annum for the first
90-day period immediately following the occurrence of a registration default,
and such rate will increase by an additional 0.25% per annum with respect to
each subsequent 90-day period until all registration defaults have been cured,
up to a maximum special interest rate of 1.0% per annum. We will pay such
special interest on the regular interest payment dates. This special interest
will be in addition to any other interest payable from time to time with respect
to the outstanding notes and the new notes. Following the cure of all
registration defaults, the accrual of special interest will cease.

         To exchange your outstanding notes for new notes in the exchange offer,
you will be required to make the following representations:

                                       19


        -    any new notes received by you will be acquired in the ordinary
             course of your business;

        -    you have no arrangement or understanding with any person to
             participate in the distribution of the outstanding notes or the new
             notes;

        -    you are not our "affiliate," as defined in Rule 405 of the
             Securities Act, or if you are our affiliate you will comply with
             any applicable registration and prospectus delivery requirements of
             the Securities Act;

        -    if you are not a broker-dealer, you are not engaged in and do not
             intend to engage in the distribution of the new notes; and

        -    if you are a broker-dealer that will receive new notes for your own
             account in exchange for outstanding notes, you acquired those notes
             as a result of market-making activities or other trading activities
             and you will deliver a prospectus, as required by law, in
             connection with any resale of such new notes.

         In addition, we may require you to provide information to be used in
connection with the shelf registration statement to have your outstanding notes
included in the shelf registration statement and benefit from the provisions
regarding additional interest described in the preceding paragraphs. We may
exclude you from such registration if you unreasonably fail to furnish the
requested information to us within a reasonable time after receiving our
request. A holder who sells outstanding notes under the shelf registration
statement generally will be required to be named as a selling securityholder in
the related prospectus and to deliver a prospectus to purchasers. Such a holder
will also be subject to the civil liability provisions under the Securities Act
in connection with such sales and will be bound by the provisions of the
registration rights agreement that are applicable to such a holder, including
indemnification obligations.

         The description of the registration rights agreement contained in this
section is a summary only. For more information, you should review the
provisions of the registration rights agreement that we filed with the SEC as an
exhibit to the registration statement of which this prospectus is a part.

RESALE OF NEW NOTES

         Based on no action letters of the SEC staff issued to third parties, we
believe that new notes may be offered for resale, resold and otherwise
transferred by you without further compliance with the registration and
prospectus delivery provisions of the Securities Act if:

        -    you are not our "affiliate" within the meaning of Rule 405 under
             the Securities Act;

        -    such new notes are acquired in the ordinary course of your
             business; and

        -    you have no arrangements with any person to participate in a
             distribution of the new notes.

         The SEC, however, has not considered the exchange offer for the new
notes in the context of a no action letter, and the SEC may not make a similar
determination as in the no action letters issued to these third parties.

         If you tender your outstanding notes in the exchange offer with the
intention of participating in any manner in a distribution of the new notes, you

        -    cannot rely on such interpretations by the SEC staff; and

        -    must comply with the registration and prospectus delivery
             requirements of the Securities Act in connection with a secondary
             resale transaction.

         Unless an exemption from registration is otherwise available, any
security holder intending to distribute new notes should be covered by an
effective registration statement under the Securities Act. This registration
statement should contain the selling security holder's information required by
Item 507 of Regulation S-K under the Securities Act. This prospectus may be used
for an offer to resell, resale or other retransfer of new notes only as
specifically described in this prospectus. Only broker-dealers that acquired the
outstanding notes as a result of market-making activities or other trading
activities may participate in the exchange offer. Each broker-dealer that
receives new notes for its own account in exchange for outstanding notes, where
such outstanding notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge by way of
the letter of transmittal that it will deliver a prospectus in connection with
any resale of the new notes. Please read "Plan of Distribution" for more details
regarding the transfer of new notes.

                                       20


TERMS OF THE EXCHANGE OFFER

         Subject to the terms and conditions described in this prospectus and in
the letter of transmittal, we will accept for exchange any outstanding notes
properly tendered and not withdrawn prior to 5:00 p.m. New York City time on the
expiration date. We will issue new notes in principal amount equal to the
principal amount of outstanding notes surrendered under the exchange offer.
Outstanding notes may be tendered only for new notes and only in integral
multiples of $1,000.

THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM AGGREGATE PRINCIPAL
AMOUNT OF OUTSTANDING NOTES BEING TENDERED FOR EXCHANGE.

         As of the date of this prospectus, $150,000,000 in aggregate principal
amount of the outstanding notes are outstanding. This prospectus is being sent
to DTC, the sole registered holder of the outstanding notes, and to all persons
that we can identify as beneficial owners of the outstanding notes. There will
be no fixed record date for determining registered holders of outstanding notes
entitled to participate in the exchange offer.

         We intend to conduct the exchange offer in accordance with the
provisions of the registration rights agreement, the applicable requirements of
the Securities Act and the Exchange Act and the rules and regulations of the
SEC. Outstanding notes whose holders do not tender for exchange in the exchange
offer will remain outstanding and continue to accrue interest. These outstanding
notes will be entitled to the rights and benefits such holders have under the
indenture relating to the notes and the registration rights agreement.

         We will be deemed to have accepted for exchange properly tendered
outstanding notes when we have given oral or written notice of the acceptance to
Wells Fargo Bank, N.A., the exchange agent, and complied with the applicable
provisions of the registration rights agreement. The exchange agent will act as
agent for the tendering holders for the purposes of receiving the new notes from
us.

         If you tender outstanding notes in the exchange offer, you will not be
required to pay brokerage commissions or fees or, subject to the letter of
transmittal, transfer taxes with respect to the exchange of outstanding notes.
We will pay all charges and expenses, other than certain applicable taxes
described below, in connection with the exchange offer. It is important that you
read " -- Fees and Expenses" for more details regarding fees and expenses
incurred in the exchange offer.

         We will return any outstanding notes that we do not accept for exchange
for any reason without expense to their tendering holder as promptly as
practicable after the expiration or termination of the exchange offer.

EXPIRATION DATE

         The exchange offer will expire at 5:00 p.m., New York City time on
______ 2003, unless, in our sole discretion, we extend it.

EXTENSIONS, DELAYS IN ACCEPTANCE, TERMINATION OR AMENDMENT

         We expressly reserve the right, at any time or various times, to extend
the period of time during which the exchange offer is open. We may delay
acceptance of any outstanding notes by giving oral or written notice of such
extension to their holders. During any such extension, all outstanding notes
previously tendered will remain subject to the exchange offer, and we may accept
them for exchange.

         In order to extend the exchange offer, we will notify the exchange
agent orally or in writing of any extension. We will notify the registered
holders of outstanding notes of the extension no later than 9:00 a.m., New York
City time, on the business day after the previously scheduled expiration date.

         If any of the conditions described below under " -- Conditions to the
Exchange Offer" have not been satisfied, we reserve the right, in our sole
discretion, up to the expiration of the exchange offer:

        -    to delay accepting for exchange any outstanding notes,

        -    to extend the exchange offer, or

                                       21


        -    to terminate the exchange offer

by giving oral or written notice of such delay, extension or termination to the
exchange agent. Subject to the terms of the registration rights agreement, we
also reserve the right to amend the terms of the exchange offer in any manner.

         Any such delay in acceptance, extension, termination or amendment will
be followed as promptly as practicable by oral or written notice thereof to the
registered holders of outstanding notes. If we amend the exchange offer in a
manner that we determine to constitute a material change, we will promptly
disclose such amendment by means of a prospectus supplement. The supplement will
be distributed to the registered holders of the outstanding notes. Depending
upon the significance of the amendment and the manner of disclosure to the
registered holders, we will extend the exchange offer if the exchange offer
would otherwise expire during such period.

CONDITIONS TO THE EXCHANGE OFFER

         We will not be required to accept for exchange, or exchange any new
notes for, any outstanding notes if the exchange offer, or the making of any
exchange by a holder of outstanding notes, would violate applicable law or any
applicable interpretation of the staff of the SEC. Similarly, we may terminate
the exchange offer as provided in this prospectus before accepting outstanding
notes for exchange in the event of such a violation.

         In addition, we will not be obligated to accept for exchange the
outstanding notes of any holder that has not made to us the representations
described under " -- Purpose and Effect of the Exchange Offer," " -- Procedures
for Tendering" and "Plan of Distribution" and such other representations as may
be reasonably necessary under applicable SEC rules, regulations or
interpretations to allow us to use an appropriate form to register the new notes
under the Securities Act.

         We expressly reserve the right to amend or terminate the exchange
offer, and to reject for exchange any outstanding notes not previously accepted
for exchange, upon the occurrence of any of the conditions to the exchange offer
specified above. We will give oral or written notice of any extension,
amendment, non-acceptance or termination to the holders of the outstanding notes
as promptly as practicable. Such notice, in the case of any extension, will be
issued by means of a press release or other public announcement no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled expiration date.

         These conditions are for our sole benefit, and we may assert them or
waive them in whole or in part at any time or at various times in our sole
discretion up to the expiration of the exchange offer. If we fail at any time to
exercise any of these rights, this failure will not mean that we have waived our
rights. Each such right will be deemed an ongoing right that we may assert at
any time or at various times.

         In addition, we will not accept for exchange any outstanding notes
tendered, and will not issue new notes in exchange for any such outstanding
notes, if at such time any stop order has been threatened or is in effect with
respect to the registration statement of which this prospectus constitutes a
part or the qualification of the indenture relating to the notes under the Trust
Indenture Act of 1939.

PROCEDURES FOR TENDERING

         In order to participate in the exchange offer, you must properly tender
your outstanding notes to the exchange agent as described below. It is your
responsibility to properly tender your notes. We have the right to waive any
defects. However, we are not required to waive defects and are not required to
notify you of defects in your exchange.

         If you have any questions or need help in exchanging your notes, please
call the exchange agent whose address and phone number are set forth in
"Prospectus Summary -- The Exchange Offer -- Exchange Agent."

         All of the outstanding notes were issued in book-entry form, and all of
the outstanding notes are currently represented by global certificates held for
the account of DTC. We have confirmed with DTC that the outstanding notes may be
tendered using the Automated Tender Offer Program, or ATOP, instituted by DTC.
The exchange agent will establish an account with DTC for purposes of the
exchange offer promptly after the commencement of the exchange offer and DTC
participants may electronically transmit their acceptance of the exchange offer
by

                                       22


causing DTC to transfer their outstanding notes to the exchange agent using the
ATOP procedures. In connection with the transfer, DTC will send an "agent's
message" to the exchange agent. The agent's message will state that DTC has
received instructions from the participant to tender outstanding notes and that
the participant agrees to be bound by the terms of the letter of transmittal.

         By using the ATOP procedures to exchange outstanding notes, you will
not be required to deliver a letter of transmittal to the exchange agent.
However, you will be bound by its terms just as if you had signed it.

         There is no procedure for guaranteed late delivery of the notes.

DETERMINATIONS UNDER THE EXCHANGE OFFER

         We will determine in our sole discretion all questions as to the
validity, form, eligibility, time of receipt, acceptance of tendered outstanding
notes and withdrawal of tendered outstanding notes. Our determination will be
final and binding. We reserve the absolute right to reject any outstanding notes
not properly tendered or any outstanding notes our acceptance of which would, in
the opinion of our counsel, be unlawful. We also reserve the right to waive any
defect, irregularity or condition of tender as to particular outstanding notes.
Our interpretation of the terms and conditions of the exchange offer, including
the instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, all defects or irregularities in connection with tenders
of outstanding notes must be cured within such time as we shall determine.
Although we intend to notify holders of defects or irregularities with respect
to tenders of outstanding notes, neither the exchange agent, us nor any other
person will incur any liability for failure to give such notification. Tenders
of outstanding notes will not be deemed made until such defects or
irregularities have been cured or waived. Any outstanding notes received by the
exchange agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned to the tendering
holder as soon as practicable following the expiration date.

WHEN WE WILL ISSUE NEW NOTES

         In all cases, we will issue new notes for outstanding notes that we
have accepted for exchange under the exchange offer only after the exchange
agent receives, prior to 5:00 p.m., New York City time, on the expiration date:

        -    a book-entry confirmation of such outstanding notes into the
             exchange agent's account at DTC; and

        -    a properly transmitted agent's message.

RETURN OF OUTSTANDING NOTES NOT ACCEPTED OR EXCHANGED

         If we do not accept any tendered outstanding notes for exchange or if
outstanding notes are submitted for a greater principal amount than the holder
desires to exchange, the unaccepted or non-exchanged outstanding notes will be
returned without expense to their tendering holder. Such non-exchanged
outstanding notes will be credited to an account maintained with DTC. These
actions will occur as promptly as practicable after the expiration or
termination of the exchange offer.

YOUR REPRESENTATIONS TO US

         By agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:

        -    any new notes that you receive will be acquired in the ordinary
             course of your business;

        -    you have no arrangement or understanding with any person to
             participate in the distribution of the outstanding notes or the new
             notes;

        -    you are not our "affiliate," as defined in Rule 405 of the
             Securities Act, or if you are our affiliate you will comply with
             any applicable registration and prospectus delivery requirements of
             the Securities Act;

        -    if you are not a broker-dealer, you are not engaged in and do not
             intend to engage in the distribution of the new notes; and

        -    if you are a broker-dealer that will receive new notes for your own
             account in exchange for outstanding notes, you acquired those notes
             as a result of market-making activities or other trading activities
             and you will deliver a prospectus, as required by law, in
             connection with any resale of such new notes.

                                       23


WITHDRAWAL OF TENDERS

         Except as otherwise provided in this prospectus, you may withdraw your
tender at any time prior to 5:00 p.m., New York City time, on the expiration
date. For a withdrawal to be effective you must comply with the appropriate
procedures of DTC's ATOP system. Any notice of withdrawal must specify the name
and number of the account at DTC to be credited with withdrawn outstanding notes
and otherwise comply with the procedures of DTC.

         We will determine all questions as to the validity, form, eligibility
and time of receipt of notice of withdrawal. Our determination shall be final
and binding on all parties. We will deem any outstanding notes so withdrawn not
to have been validly tendered for exchange for purposes of the exchange offer.

         Any outstanding notes that have been tendered for exchange but are not
exchanged for any reason will be credited to an account maintained with DTC for
the outstanding notes. This return or crediting will take place as soon as
practicable after withdrawal, rejection of tender or termination of the exchange
offer. You may retender properly withdrawn outstanding notes by following the
procedures described under " -- Procedures for Tendering" above at any time
prior to 5:00 p.m., New York City time, on the expiration date.

FEES AND EXPENSES

         We will bear the expenses of soliciting tenders. The principal
solicitation is being made by mail; however, we may make additional solicitation
by telegraph, telephone or in person by our officers and regular employees and
those of our affiliates.

         We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses.

         We will pay the cash expenses to be incurred in connection with the
exchange offer. They include:

        -    SEC registration fees;

        -    fees and expenses of the exchange agent and trustee;

        -    accounting and legal fees and printing costs; and

        -    related fees and expenses.

TRANSFER TAXES

         We will pay all transfer taxes, if any, applicable to the exchange of
outstanding notes under the exchange offer. The tendering holder, however, will
be required to pay any transfer taxes, whether imposed on the registered holder
or any other person, if a transfer tax is imposed for any reason other than the
exchange of outstanding notes under the exchange offer.

CONSEQUENCES OF FAILURE TO EXCHANGE

         If you do not exchange new notes for your outstanding notes under the
exchange offer, you will remain subject to the existing restrictions on transfer
of the outstanding notes. In general, you may not offer or sell the outstanding
notes unless they are registered under the Securities Act, or if the offer or
sale is exempt from the registration under the Securities Act and applicable
state securities laws. Except as required by the registration rights agreement,
we do not intend to register resales of the outstanding notes under the
Securities Act.

ACCOUNTING TREATMENT

         We will record the new notes in our accounting records at the same
carrying value as the outstanding notes. This carrying value is the aggregate
principal amount of the outstanding notes less any bond discount, as reflected
in our accounting records on the date of exchange. Accordingly, we will not
recognize any gain or loss for accounting purposes in connection with the
exchange offer.

                                       24


OTHER

         Participation in the exchange offer is voluntary, and you should
carefully consider whether to participate. You are urged to consult your
financial and tax advisors in making your own decision on what action to take.

         We may in the future seek to acquire untendered outstanding notes in
open market or privately negotiated transactions, through subsequent exchange
offers or otherwise. We have no present plans to acquire any outstanding notes
that are not tendered in the exchange offer or to file a registration statement
to permit resales of any untendered outstanding notes.

                                       25


                       RATIO OF EARNINGS TO FIXED CHARGES

         For purposes of computing the ratio of earnings to fixed charges,
earnings consist of income before provision for income taxes plus fixed charges
(excluding capitalized interest); and fixed charges consist of interest expensed
and capitalized, amortization of debt discount and expense related to
indebtedness, and the portion of rental expense deemed to be representative of
the interest factor attributable to leases for rental property.



                                                                                     SIX MONTHS ENDED
                                              YEAR ENDED DECEMBER 31,                    JUNE 30,
                                   --------------------------------------------     ------------------
                                   1998      1999      2000      2001      2002      2002         2003
                                   ----      ----      ----      ----      ----      ----         ----
                                                                             
Ratio of earnings to fixed
charges.......................      2.6      2.4       2.0        2.5       3.7       3.9          3.6


                                       26


                                 USE OF PROCEEDS

         The exchange offer is intended to satisfy our obligations under our
registration rights agreement. We will not receive any cash proceeds from the
issuance of the new notes in the exchange offer. In consideration for issuing
the new notes as contemplated by this prospectus, we will receive outstanding
notes in a like principal amount. The form and terms of the new notes are
identical in all respects to the form and terms of the outstanding notes, except
the new notes do not include certain transfer restrictions, registration rights
or provisions for additional interest and contain different administrative
terms. Outstanding notes surrendered in exchange for the new notes will be
retired and cancelled and will not be reissued. Accordingly, the issuance of the
new notes will not result in any change in our outstanding indebtedness.

                                       27


                            DESCRIPTION OF NEW NOTES

         The new notes and the outstanding notes were issued under the Indenture
dated as of August 13, 2003 among the Company, the Subsidiary Guarantors and
Wells Fargo Bank, N.A., as Trustee, and the First Supplemental Indenture dated
as of August 13, 2003 among the Company, the Subsidiary Guarantors and Wells
Fargo Bank, N.A., as Trustee (the Indenture and the First Supplemental
Indenture, collectively the "Indenture"). References to the "notes" in this
"Description of New Notes" include both the outstanding notes and the new notes.
The terms of the notes 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 aggregate principal amount of notes issuable under the Indenture is
unlimited, although the initial issuance of new notes will be limited to $150.0
million. We may issue an unlimited principal amount of Additional Notes having
identical terms and conditions as the outstanding notes and the new notes,
subject to compliance with the covenant described below under " -- Covenants --
Limitation on Debt." Any Additional Notes will be part of the same issue as the
notes and will vote on all matters with the holders of such notes.

         The following description is a summary of the material provisions of
the Indenture but does not restate the Indenture in its entirety. We urge you to
read the Indenture because it, and not this description, defines your rights as
holders of the notes. A copy of the Indenture is filed as an exhibit to the
registration statement of which this prospectus forms a part.

         The registered Holder of a note will be treated as the owner of it for
all purposes. Only registered Holders will have rights under the Indenture.

         You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions." Capitalized terms not otherwise
defined herein have the meanings given to them in the Indenture. In this
description, the word "Company" refers only to Group 1 Automotive, Inc. and not
to any of its subsidiaries.

         If the exchange offer contemplated by this prospectus (the "Exchange
Offer") is consummated, holders of outstanding notes who do not exchange those
notes for new notes in the Exchange Offer will vote together with holders of new
notes for all relevant purposes under the Indenture. In that regard, the
Indenture requires that certain actions by the holders thereunder (including
acceleration following an Event of Default) must be taken, and certain rights
must be exercised, by specified minimum percentages of the aggregate principal
amount of the outstanding securities issued under the Indenture. In determining
whether holders of the requisite percentage in principal amount have given any
notice, consent or waiver or taken any other action permitted under the
Indenture, any outstanding notes that remain outstanding after the Exchange
Offer will be aggregated with the new notes, and the holders of such outstanding
notes and the new notes will vote together as a single series for all such
purposes. Accordingly, all references herein to specified percentages in
aggregate principal amount of the notes outstanding will be deemed to mean, at
any time after the Exchange Offer is consummated, such percentages in aggregate
principal amount of the outstanding notes and the new notes then outstanding.

BRIEF DESCRIPTION OF THE NOTES AND THE SUBSIDIARY GUARANTEES

THE NOTES

         The notes

         -        are general unsecured senior subordinated obligations of the
                  Company;

         -        are equal in right of payment with all existing and future
                  senior subordinated obligations of the Company, including its
                  10 7/8% Senior Subordinated Notes due March 1, 2009;

         -        are effectively subordinated to all debt of any subsidiaries
                  of the Company that do not guarantee the notes and to all
                  current and future Senior Debt of the Company and the
                  Subsidiary Guarantors; and

         -        are unconditionally guaranteed on a senior subordinated basis
                  by the Subsidiary Guarantors.

         The new notes will be issued, and the outstanding notes were issued, in
denominations of $1,000 and integral multiples of $1,000, and will be
represented by one or more registered notes in global form, but in certain
circumstances may be represented by notes in definitive form.

                                       28


THE SUBSIDIARY GUARANTEES

         The notes are guaranteed on a senior subordinated basis by all of the
Company's domestic Restricted Subsidiaries, which constitute all of the
Company's current subsidiaries other than two foreign subsidiaries that are
immaterial to the Company's operations.

         Each Subsidiary Guarantee of the notes:

      -        is a general unsecured senior subordinated obligation of the
               Subsidiary Guarantor;

      -        is equal in right of payment with all existing and future
               Subordinated Debt of that Subsidiary Guarantor which is not by
               its terms expressly subordinated to the notes; and

      -        is subordinated to all current and future Senior Debt of the
               Subsidiary Guarantors.

RANKING

         As of June 30, 2003, we had approximately $745.8 million of
indebtedness outstanding, of which approximately $74.2 million would rank
equally in right of payment with the notes and the Subsidiary Guarantees and the
remaining $671.6 million would rank senior in right of payment to the notes and
the Subsidiary Guarantees.

PRINCIPAL, MATURITY AND INTEREST

         The notes are limited to $150.0 million aggregate principal amount and
will mature on August 15, 2013. The notes bear interest at the rate of 8.25% per
annum. Interest on the notes is payable semi-annually on February 15 and August
15 of each year, commencing, in the case of the outstanding notes and the new
notes, February 15, 2004. The Company will make each interest payment to the
Holders of record on the immediately preceding February 1 and August 1. The
notes will bear interest on overdue principal and premium, if any, and, to the
extent permitted by law, overdue interest at the rate of 9.25% per annum.
Interest on the notes will be computed on the basis of a 360-day year of twelve
30-day months.

         Principal of and premium, if any, and interest on the notes will be
payable, and the notes may be presented for registration of transfer and
exchange, at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, the City of New York, provided that at the option of
the Company, payment of interest on any notes in certificated form may be made
by check mailed to the address of the Person entitled thereto as it appears in
the Security Register. Until otherwise designated by the Company, such office or
agency will be the corporate trust office of the Trustee, as Paying Agent and
Security Registrar, currently located at 45 Broadway, 12th Floor, New York, New
York 10022.

         The Company may issue Additional Notes from time to time after the
Exchange Offer. Any offering of Additional Notes is subject to the covenant
described below under " -- Covenants -- Limitation on Debt." The outstanding
notes and any Additional Notes subsequently issued under the Indenture will be
treated as a single class for all purposes under the Indenture, including,
without limitation, waivers, amendments, redemptions and offers to purchase.

SUBSIDIARY GUARANTEES

         Subject to the limitations described below, the Subsidiary Guarantors
will, jointly and severally, fully and unconditionally guarantee on a senior
subordinated basis the punctual payment when due, whether at Stated Maturity, by
acceleration or otherwise, of all obligations of the Company under the Indenture
and the notes, whether for principal of, premium, if any, or interest on the
notes or otherwise (all such obligations guaranteed by a Subsidiary Guarantor
being herein called the "Guaranteed Obligations"). The Subsidiary Guarantors
will also pay, on a senior subordinated basis and in addition to the amount
stated above, any and all expenses (including reasonable counsel fees and
expenses) incurred by the Trustee in enforcing any rights under a Subsidiary
Guarantee with respect to a Subsidiary Guarantor.

         A Subsidiary Guarantor's Subsidiary Guarantee will be subordinated in
right of payment to the Senior Debt of such Subsidiary Guarantor on the same
basis as the notes are subordinated to the Senior Debt of the Company. No

                                       29


payment will be made by any Subsidiary Guarantor under its Subsidiary Guarantee
during any period in which payments by the Company on the notes are suspended by
the subordination provisions of the 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 Subsidiary
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. See "Risk Factors -- Risks Related
to the notes -- Federal and state statutes allow courts, under specific
circumstances, to void guarantees and require note-holders to return payments
received from guarantors."

         Each Subsidiary Guarantee will be a continuing guarantee and will:

                  (1)      remain in full force and effect until either (a)
         payment in full of all the Guaranteed Obligations (or the notes are
         defeased in accordance with the defeasance provisions of the Indenture)
         or (b) released as described in the next paragraph under this " --
         Subsidiary Guarantees",

                  (2)      be binding upon each Subsidiary Guarantor, and

                  (3)      inure to the benefit of and be enforceable by the
         Trustee, the Holders and their respective successors, transferees and
         assigns.

         The Subsidiary Guarantee of a Subsidiary Guarantor will be released and
the Restricted Subsidiary released of all obligations under its Subsidiary
Guarantee:

                  (1)      in connection with any sale or other disposition of
         all or substantially all of the assets of that Subsidiary Guarantor
         (including by way of merger or consolidation) to a Person that is not
         (either before or after giving effect to such transaction) a Restricted
         Subsidiary, if the sale or other disposition complies with the
         "Limitation on Assets Disposition" covenant;

                  (2)      in connection with any sale of all of the Capital
         Stock of that Subsidiary Guarantor to a Person that is not (either
         before or after giving effect to such transaction) a Restricted
         Subsidiary, if the sale complies with the "Limitation on Assets
         Disposition" covenant;

                  (3)      upon the legal defeasance or covenant defeasance of
         the notes in accordance with the terms of the Indenture; or

                  (4)      if the Company designates such Subsidiary Guarantor
         as an Unrestricted Subsidiary in accordance with the applicable
         provisions of the Indenture.

         All of the Company's Subsidiaries other than two foreign subsidiaries
that are immaterial to the Company's operations are expected to be Subsidiary
Guarantors on the expiration date of the Exchange Offer. Any domestic Subsidiary
of the Company which Incurs any Debt will, simultaneously with Incurrence (or,
if the domestic Subsidiary has outstanding Debt at the time of its creation or
acquisition, at the time of such creation or acquisition), become a Subsidiary
Guarantor and execute and deliver to the Trustee a supplemental indenture
pursuant to which such Subsidiary will agree to guarantee the Company's
obligations under the notes; provided, however, that all Subsidiaries that have
properly been designated as Unrestricted Subsidiaries in accordance with the
Indenture for so long as they continue to constitute Unrestricted Subsidiaries
will not have to comply with the requirements of this covenant.

SUBORDINATION

         The indebtedness evidenced by the notes is, to the extent set forth in
the Indenture, subordinate in right of payment to the prior payment in full of
all Senior Debt of the Company.

         Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding-up, reorganization, assignment for the benefit
of creditors or marshaling of assets of the Company, whether voluntary or
involuntary, or any bankruptcy, insolvency, receivership or similar proceedings
of the Company, the holders of all Senior Debt of the Company will first be
entitled to receive payment in full of such Senior Debt, or provision made for
such payment before the Holders of the notes will be entitled to receive any
payment in respect of the principal

                                       30


of or premium, if any, or interest on, or any obligation to purchase, the notes.
In the event that notwithstanding the preceding, the Trustee or the Holder of
any note receives any payment or distribution of assets of the Company of any
kind or character (including any such payment or distribution which may be
payable or deliverable by the reason of the payment of any other indebtedness of
the Company being subordinated to the payment of the notes), before all the
Senior Debt of the Company is so paid in full, then such payment or distribution
will be required to be paid over or delivered forthwith to the trustee in
bankruptcy or other Person making payment or distribution of assets of the
Company for application to the payment of all Senior Debt of the Company
remaining unpaid, to the extent necessary to pay such Senior Debt in full.
However, notwithstanding the foregoing, Holders of the notes may receive shares
of stock of the Company or securities of the Company which are subordinate in
right of payment to all Senior Debt of the Company to substantially the same
extent as the notes are so subordinated ("subordinated consideration").

         No payments on account of principal of, premium, if any, or interest
on, or in respect of the purchase or other acquisition of, the notes (except for
subordinated consideration), and no defeasance of the notes, may be made if
there shall have occurred and be continuing a Senior Payment Default.

         "Senior Payment Default" means any default in the payment of any
principal of or premium, if any, or interest on Senior Debt of the Company when
due, whether at the stated maturity of any such payment or by declaration of
acceleration, call for redemption or otherwise.

         Upon the occurrence of a Senior Nonmonetary Default and receipt of
written notice by the Company, the Subsidiary Guarantors and the Trustee of the
occurrence of such Senior Nonmonetary Default from the agent for the Designated
Senior Debt which is the subject of such Senior Nonmonetary Default, the Company
shall make no payments on account of principal of, premium, if any, or interest
on, or in respect of the purchase or other acquisition of, the notes (except for
subordinated consideration), for a period (the "Payment Blockage Period")
commencing on the date of the receipt of such notice and ending the earlier of:

                  (1)      the date on which such Senior Nonmonetary Default has
         been cured or waived or ceased to exist or all Designated Senior Debt
         the subject of such Senior Nonmonetary Default has been discharged;

                  (2)      the 179th day after the date of the receipt of such
         notice; and

                  (3)      the date on which the Payment Blockage Period has
         been terminated by written notice to the Company, any Subsidiary
         Guarantor or the Trustee from the agent for the Designated Senior Debt
         initiating the Payment Blockage Period.

         In any event, no more than one Payment Blockage Period may be commenced
during any 360-day period and there shall be a period of at least 181 days
during each 360-day period when no Payment Blockage Period is in effect. In
addition, no Senior Nonmonetary Default that existed or was continuing on the
date of the commencement of a Payment Blockage Period may be the basis of the
commencement of a subsequent Payment Blockage Period whether or not within a
period of 360 consecutive days unless such Senior Nonmonetary Default shall have
been cured for a period of not less than 90 consecutive days.

         "Senior Nonmonetary Default" means the occurrence or existence and
continuance of an event of default with respect to Designated Senior Debt, other
than a Senior Payment Default, permitting the holders of the Designated Senior
Debt (or a trustee or other agent on behalf of the holders thereof) then to
declare such Designated Senior Debt due and payable prior to the date on which
it would otherwise become due and payable.

         The failure to make any payment on the notes by reason of the
provisions of the Indenture described under this " -- Subordination" will not
prevent the occurrence of an Event of Default with respect to the notes arising
from any such failure to make payment. Upon termination of any period of payment
blockage, the Company shall resume making any and all required payments in
respect of the notes, including any missed payments.

         As a result of this subordination, in the event of insolvency,
creditors of the Company who are not holders of Senior Debt of the Company or of
the notes may recover less, ratably, than holders of Senior Debt of the Company
and more, ratably, than Holders of the notes.

                                       31


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

         In addition, the notes will be effectively subordinated to all
indebtedness and other liabilities of the Company's subsidiaries. Although the
notes will be guaranteed by the Subsidiary Guarantors, the Subsidiary Guarantee
of each Subsidiary Guarantor will be subordinated to the Senior Debt of such
Subsidiary Guarantor on the same basis as the notes are subordinated to the
Senior Debt of the Company, and such Subsidiary Guarantee may be released prior
to the payment of the principal of the notes under certain circumstances. See "
- -- Subsidiary Guarantees."

OPTIONAL REDEMPTION

         The Company may redeem all or a part of the notes at any time on or
after August 15, 2008 upon not less than 30 nor more than 60 days' notice, at
the following Redemption Prices (expressed as percentages of the principal
amount) plus accrued interest to but excluding the Redemption Date, if redeemed
during the 12-month period beginning August 15 of the years indicated:



    REDEMPTION YEAR          PRICE
    ---------------          -----
                         
2008..................      104.125%
2009..................      102.750%
2010..................      101.375%
2011 and thereafter...      100.000%


         In the event that on or before August 15, 2006 the Company receives net
proceeds from the sale of its Common Stock in one or more Equity Offerings, the
Company may use all or a portion of any such net proceeds to redeem up to 35% of
the aggregate principal amount of the notes (including any Additional Notes)
issued at a redemption price of 108.250% of the principal amount thereof plus
accrued interest to but excluding the Redemption Date; provided that:

         (1)      at least 65% of the aggregate principal amount of the notes
(including any Additional Notes) issued remains outstanding after each such
redemption; and

         (2)      the Redemption Date is within 90 days of such sale and the
Company provides not less than 30 and not more than 60 days' notice of the
redemption.

         Prior to August 15, 2008, the Company may redeem all or a part of the
notes upon not less than 30 nor more than 60 days' notice, at a redemption price
equal to the greater of:

         (1)      100% of the principal amount thereof; or

         (2)      the present value, as determined by an Independent Investment
                  Banker, of

                  (A)      104.125% of the principal amount of the notes being
         redeemed calculated as of August 15, 2008 (assuming a 360-day year
         consisting of twelve 30-day months), plus

                  (B)      all required interest payments due on such notes
         through August 15, 2008 (excluding accrued interest), discounted to the
         redemption date on a semi-annual basis (assuming a 360-day year
         consisting of twelve 30-day months)

         at the Adjusted Treasury Rate, plus in each case accrued interest to
         the redemption date.

         The Company will not be required to (1) issue, register the transfer of
or exchange any note during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption of any note that may be
selected for redemption and ending at the close of business on the day of such
mailing or (2) register the transfer of or exchange any note so selected for
redemption, in whole or in part, except the unredeemed portion of any such note
being redeemed in part.

                                       32


SELECTION AND NOTICE

         If less than all of the notes are to be redeemed in connection with any
redemption, the Trustee will select notes (or portions of notes) for redemption
as follows:

                  (1)      if the notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the notes are listed; or

                  (2)      if the notes are not listed on any national
         securities exchange, on a pro rata basis, by lot or by such method as
         the Trustee deems fair and appropriate.

         No notes can be redeemed in part. Notices of redemption will be mailed
by first class mail at least 30 but not more than 60 days before the redemption
date to each Holder of notes to be redeemed at its registered address, except
that redemption notices may be mailed more than 60 days prior to a redemption
date if the notice is issued in connection with a defeasance of the notes or a
satisfaction and discharge of the Indenture. Notices of redemption may not be
conditional.

COVENANTS

         The Indenture contains, among others, the following covenants:

LIMITATION ON DEBT

         The Company may not, and may not permit any Restricted Subsidiary to,
Incur any Debt except that the Company and any Restricted Subsidiary (but not
any Restricted Subsidiary that is not a Subsidiary Guarantor) may Incur Debt if
after giving pro forma effect to the Incurrence of such Debt and the receipt and
application of the proceeds thereof the Consolidated Cash Flow Coverage Ratio of
the Company would be greater than 2.0 to 1.

         Notwithstanding the preceding limitation, the following Debt may be
Incurred:

         (1)      Debt of the Company or any Subsidiary Guarantor, other than
Floor Plan Debt, under the Senior Credit Facility in an aggregate principal
amount at any one time not to exceed the greater of $200 million or 25% of the
Company's Consolidated Net Tangible Assets at the time of such Incurrence;

         (2)      Debt of the Company or any Restricted Subsidiary consisting of
Floor Plan Debt or Guarantees of Floor Plan Debt of the Company;

         (3)      Debt owed by the Company to any Restricted Subsidiary for
which fair value has been received or Debt owed by a Restricted Subsidiary to
the Company or a Restricted Subsidiary; provided, however, that:

                  (a)      any such Debt owing by the Company to a Restricted
         Subsidiary shall be Subordinated Debt evidenced by an intercompany
         promissory note and

                  (b)      upon either the transfer or other disposition by such
         Restricted Subsidiary or the Company of any Debt so permitted to a
         Person other than the Company or another Restricted Subsidiary or the
         issuance (other than directors' qualifying shares), sale, lease,
         transfer or other disposition of shares of Capital Stock (including by
         consolidation or merger) of such Restricted Subsidiary to a Person
         other than the Company or another such Restricted Subsidiary, the
         provisions of this clause (3) shall no longer be applicable to such
         Debt and such Debt shall be deemed to have been Incurred at the time of
         such transfer or other disposition;

         (4)      Debt consisting of the notes (other than any Additional
Notes), the Subsidiary Guarantees and Guarantees by Restricted Subsidiaries of
any Debt Incurred to refinance or refund the notes;

         (5)      Debt of the Company or any of its Restricted Subsidiaries
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, Incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement of property, plant
or equipment used in the business of the Company or such Restricted Subsidiary,
in an aggregate principal amount, including all Debt

                                       33


Incurred to refund or refinance any Debt Incurred pursuant to this clause (5),
not to exceed, at any time outstanding, $20 million;

         (6)      Debt of the Company or any Restricted Subsidiary consisting of
Permitted Interest Rate, Currency or Commodity Price Agreements;

         (7)      Debt which is exchanged for or the proceeds of which are used
to refinance or refund, or any extension or renewal of (each of the foregoing, a
"refinancing"),

                  (a)      the notes,

                  (b)      outstanding Debt that is not described in any other
         clause hereof that was outstanding as of the Closing Date (other than
         the 10 7/8% Senior Subordinated Notes due March 1, 2009),

                  (c)      outstanding Debt Incurred pursuant to the first
         paragraph of this "Limitation on Debt" covenant, and

                  (d)      Debt previously Incurred pursuant to this clause (7),

         in each case an aggregate principal amount not to exceed the principal
         amount of the Debt so refinanced plus the amount of any premium
         required to be paid in connection with such refinancing pursuant to the
         terms of the Debt so refinanced or the amount of any premium reasonably
         determined by the Company as necessary to accomplish such refinancing
         by means of a tender offer or privately negotiated repurchase, plus the
         expenses of the Company or the Restricted Subsidiary, as the case may
         be, incurred in connection with such refinancing; provided, however,
         that:

                  (w)      Debt the proceeds of which are used to refinance the
         notes or Debt which is pari passu with or subordinate in right of
         payment to the notes or the Subsidiary Guarantees, as the case may be,
         shall only be permitted if (A) in the case of any refinancing of the
         notes or Debt which is pari passu to the notes or the Subsidiary
         Guarantees, as the case may be, the refinancing Debt is made pari passu
         to the notes or the Subsidiary Guarantees, as the case may be, or
         subordinated to the notes or the Subsidiary Guarantees, as the case may
         be, and (B) in the case of any refinancing of Debt which is
         subordinated to the notes or the Subsidiary Guarantees, as the case may
         be, the refinancing Debt constitutes Debt that is subordinated to the
         notes or the Subsidiary Guarantees, as the case may be, at least to the
         same extent as the Debt being refinanced;

                  (x)      the refinancing Debt by its terms, or by the terms of
         any agreement or instrument pursuant to which such Debt is issued, (A)
         does not have an Average Life that is less than the remaining Average
         Life of the Debt being refinanced and (B) does not permit redemption or
         other retirement (including pursuant to an offer to purchase) of such
         Debt at the option of the holder thereof prior to the final stated
         maturity of the Debt being refinanced, other than a redemption or other
         retirement at the option of the holder of such Debt (including pursuant
         to an offer to purchase) which is conditioned upon provisions
         substantially similar to those described under " -- Change of Control"
         and " -- Limitation on Asset Dispositions";

                  (y)      in the case of any refinancing of Debt of the
         Company, the refinancing Debt may be Incurred only by the Company, and
         in the case of any refinancing of Debt of a Restricted Subsidiary, the
         refinancing Debt may be Incurred only by such Restricted Subsidiary or
         the Company; and

                  (z)      in the case of any refinancing of Preferred Stock of
         a Restricted Subsidiary, such Preferred Stock may be refinanced only
         with Preferred Stock of such Restricted Subsidiary; and

         (8)      Debt of the Company or any Subsidiary Guarantor not otherwise
permitted to be Incurred pursuant to clauses (1) through (7) above, which,
together with any other outstanding Debt Incurred pursuant to this clause (8),
and in both such cases including any renewals, extensions, substitutions,
refinancings or replacements of such Debt has an aggregate principal amount not
in excess of $30 million at any time outstanding.

         For purposes of determining compliance with, and the outstanding
principal amount of any particular Debt incurred pursuant to and in compliance
with, this covenant:

                                       34


         (1)      in the event that Debt meets the criteria of more than one of
the types of Debt described in the first and second paragraphs of this covenant,
the Company, in its sole discretion, will classify such item of Debt on the date
of incurrence (or later classify or reclassify such Debt, in its sole
discretion) and only be required to include the amount and type of such Debt in
one of such clauses;

         (2)      Guarantees of, or obligations in respect of letters of credit
relating to, Debt which is otherwise included in the determination of a
particular amount of Debt shall not be included;

         (3)      the principal amount of any Redeemable Stock or Preferred
Stock of the Company or a Restricted Subsidiary will be equal to the greater of
the maximum redemption or repurchase price (not including, in either case, any
redemption or repurchase premium) or the liquidation preference thereof;

         (4)      Debt permitted by this covenant need not be permitted solely
by reference to one provision permitting such Debt but may be permitted in part
by one such provision and in part by one or more other provisions of this
covenant permitting such Debt;

         (5)      any Receivables Sale shall be the amount for which there is
recourse to the seller; and

         (6)      the amount of Debt issued at a price that is less than the
principal amount thereof will be equal to the amount of the liability in respect
thereof determined in accordance with generally accepted accounting principles.

         Accrual of interest, accrual of dividends, the accretion of accreted
value, the payment of interest in the form of additional Debt and the payment of
dividends in the form of additional shares of Preferred Stock or Redeemable
Stock will not be deemed to be an incurrence of Debt for purposes of this
covenant.

         For purposes of determining compliance with any U.S. dollar-denominated
restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal
amount of Debt denominated in a foreign currency shall be calculated based on
the relevant currency exchange rate in effect on the date such Debt was
Incurred, in the case of term Debt, or first committed, in the case of revolving
credit Debt; provided that if such Debt is Incurred to refinance other Debt
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-dominated restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such refinancing, such
U.S. dollar-dominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Debt does not exceed the
principal amount of such Debt being refinanced. Notwithstanding any other
provision of this covenant, the maximum amount of Debt that the Company may
Incur pursuant to this covenant shall not be deemed to be exceeded solely as a
result of fluctuations in the exchange rate of currencies.

LIMITATION ON RESTRICTED PAYMENTS

         The Company:

         (1)      may not, and may not permit any Restricted Subsidiary to,
directly or indirectly, declare or pay any dividend or make any distribution
(including any payment in connection with any merger or consolidation derived
from assets of the Company or any Restricted Subsidiary) in respect of its
Capital Stock or to the holders thereof (in their capacity as holders of Capital
Stock), other than

                  (a)      any dividends or distributions by the Company payable
         solely in shares of its Capital Stock (other than Redeemable Stock) or
         in options, warrants or other rights to acquire its Capital Stock
         (other than Redeemable Stock), and

                  (b)      in the case of a Restricted Subsidiary, dividends or
         distributions payable to the Company or a Restricted Subsidiary or pro
         rata dividends or distributions,

         (2)      may not, and may not permit any Restricted Subsidiary to,
purchase, redeem, or otherwise acquire or retire for value

                  (a)      any Capital Stock of the Company or any Restricted
         Subsidiary

                                       35


                  or

                  (b)      any options, warrants or other rights to acquire
         shares of Capital Stock of the Company or any Restricted Subsidiary but
         excluding any debt securities convertible or exchangeable into shares
         of Capital Stock of the Company or any Restricted Subsidiary, except in
         the case of Capital Stock of a Restricted Subsidiary, from the Company
         or a Restricted Subsidiary;

         (3)      may not make, or permit any Restricted Subsidiary to make, any
Investment in any Unrestricted Subsidiary or any Affiliate or any Person that
would become an Affiliate after giving effect thereto, other than a Permitted
Investment; and

         (4)      may not, and may not permit any Restricted Subsidiary to,
redeem, repurchase, defease or otherwise acquire or retire for value prior to
any scheduled maturity, repayment or sinking fund payment Debt of the Company or
any Subsidiary Guarantor which is subordinate in right of payment to the notes
or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be
(each of clauses (1) through (4) being a "Restricted Payment") unless:

                  (a)      no Event of Default, or an event that with the
         passing of time or the giving of notice, or both, would constitute an
         Event of Default, has occurred and is continuing or would result from
         such Restricted Payment,

                  (b)      after giving pro forma effect to such Restricted
         Payment as if such Restricted Payment had been made at the beginning of
         the applicable four-fiscal-quarter period, the Company could Incur at
         least $1.00 of additional Debt pursuant to the terms of the first
         paragraph of the "Limitation on Debt" covenant above, and

                  (c)      upon giving effect to such Restricted Payment, the
         aggregate of all Restricted Payments from the Closing Date does not
         exceed the sum of:

                           (x)      50% of cumulative Consolidated Net Income
                  (or, in the case Consolidated Net Income shall be negative,
                  less 100% of such deficit) of the Company since July 1, 2003
                  through the last day of the last full fiscal quarter ending
                  immediately preceding the date of such Restricted Payment for
                  which quarterly or annual financial statements are available
                  (taken as a single accounting period); plus

                           (y)      100% of the aggregate net cash proceeds
                  received by the Company (x) after the Closing Date from
                  contributions of capital or the issuance and sale (other than
                  to a Subsidiary of the Company) of Capital Stock (other than
                  Redeemable Stock) of the Company, options, warrants or other
                  rights to acquire Capital Stock (other than Redeemable Stock)
                  of the Company and (y) related to Debt of the Company that has
                  been converted into or exchanged for Capital Stock (other than
                  Redeemable Stock and other than by or from a Subsidiary of the
                  Company) of the Company after the Closing Date, provided that
                  any such net proceeds received by the Company from an employee
                  stock ownership plan financed by loans from the Company or a
                  Subsidiary of the Company shall be included only to the extent
                  such loans have been repaid with cash on or prior to the date
                  of determination; plus

                           (z)      an amount equal to the net reduction in
                  Investments by the Company and its Restricted Subsidiaries,
                  subsequent to the Closing Date, in any Person subject to
                  clause (3) above upon the disposition, liquidation or
                  repayment (including by way of dividends) thereof or from
                  redesignations of Unrestricted Subsidiaries as Restricted
                  Subsidiaries, but only to the extent such amounts are not
                  included in Consolidated Net Income and not to exceed in the
                  case of any one Person the amount of Investments previously
                  made by the Company and its Restricted Subsidiaries in such
                  Person.

         Notwithstanding the preceding, so long as no Event of Default, or event
that with the passing of time or the giving of notice, or both, would constitute
an Event of Default, shall have occurred and is continuing or would result
therefrom:

                  (1)      the Company and any Restricted Subsidiary may pay any
         dividend on Capital Stock of any class within 60 days after the
         declaration thereof if, on the date when the dividend was declared, the
         Company or such Restricted Subsidiary could have paid such dividend in
         accordance with the preceding provisions;

                                       36


                  (2)      the Company may refinance any Debt otherwise
         permitted by clause (6) of the second paragraph of the "Limitation on
         Debt" covenant above or redeem, acquire or retire any Debt solely in
         exchange for, by conversion into or out of the net proceeds of the
         substantially concurrent sale (other than from or to a Subsidiary of
         the Company or from or to an employee stock ownership plan financed by
         loans from the Company or a Subsidiary of the Company) of shares of
         Capital Stock (other than Redeemable Stock) of the Company;

                  (3)      the Company may purchase, redeem, acquire or retire
         any shares of Capital Stock of the Company solely in exchange for, by
         conversion into or out of the net proceeds of the substantially
         concurrent sale (other than from or to a Subsidiary of the Company or
         from or to an employee stock ownership plan financed by loans from the
         Company or a Subsidiary of the Company) of shares of Capital Stock
         (other than Redeemable Stock) of the Company;

                  (4)      the Company may purchase or redeem any Debt from Net
         Available Proceeds to the extent permitted by the "Limitation on Asset
         Dispositions" covenant;

                  (5)      the Company may acquire shares of its Capital Stock
         in connection with the exercise of employee or director stock options
         or stock appreciation rights by way of cashless exercise;

                  (6)      the Company may acquire shares of its Capital Stock
         pursuant to equity repurchases from present or former directors or
         employees in an amount of up to $2 million per year; and

                  (7)      the Company may make other Restricted Payments since
         the Closing Date in an aggregate amount not to exceed $35 million.

         Any payment made pursuant to clauses (1) and (6) of this paragraph
shall be a Restricted Payment for purposes of calculating aggregate Restricted
Payments pursuant to the preceding paragraph and the amount of net proceeds from
any exchange for, conversion into or sale of Capital Stock of the Company
pursuant to clause (2) or (3) of this paragraph shall be excluded from the
calculation of the amount available for Restricted Payments pursuant to clause
(c)(y) above.

LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
SUBSIDIARIES

         The Company may not, and may not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary:

                  (1)      to pay dividends (in cash or otherwise) or make any
         other distributions in respect of its Capital Stock owned by the
         Company or any other Restricted Subsidiary or pay any Debt or other
         obligation owed to the Company or any other Restricted Subsidiary;

                  (2)      to make loans or advances to the Company or any other
         Restricted Subsidiary; or

                  (3)      to transfer any of its property or assets to the
         Company or any other Restricted Subsidiary.

         Notwithstanding the preceding, the Company may, and may permit any
Restricted Subsidiary to, suffer to exist any such encumbrance or restriction:

                  (1)      pursuant to any agreement in effect on the Closing
         Date (including the Senior Credit Facility);

                  (2)      pursuant to an agreement relating to any Debt
         Incurred by a Person (other than a Restricted Subsidiary existing on
         the Closing Date or any Restricted Subsidiary carrying on any of the
         businesses of any such Restricted Subsidiary) prior to the date on
         which such Person became a Restricted Subsidiary and outstanding on
         such date and not Incurred in anticipation of becoming a Restricted
         Subsidiary, which encumbrance or restriction is not applicable to any
         Person, or the properties or assets of any Person, other than the
         Person so acquired, provided that the Incurrence of such Debt is
         permitted by the "Limitation on Debt" covenant;

                                       37


                  (3)      pursuant to an agreement effecting a renewal,
         refunding or extension of Debt Incurred pursuant to an agreement
         referred to in clause (1) or (2) of this paragraph; provided, however,
         that the provisions contained in such renewal, refunding or extension
         agreement relating to such encumbrance or restriction are not
         materially more restrictive, taken as a whole, than the provisions
         contained in the agreement the subject thereof;

                  (4)      in the case of a restriction described in clause (3)
         of the preceding paragraph, contained in any security agreement
         (including a capital lease) securing Debt of a Restricted Subsidiary
         otherwise permitted under the Indenture, but only to the extent such
         restrictions restrict the transfer of the assets or property subject to
         such security agreement;

                  (5)      in the case of a restriction described in clause (3)
         of the preceding paragraph, consisting of customary nonassignment
         provisions entered into in the ordinary course of business in leases
         and other contracts to the extent such provisions restrict the transfer
         or subletting of any such lease or the assignment of rights under any
         such contract;

                  (6)      which is contained in a franchise or other agreement
         entered into in the ordinary course of business with an automobile
         manufacturer and which has terms reasonably customary for such
         agreements between or among such automobile manufacturer, its dealers
         and/or the owners of such dealers;

                  (7)      with respect to a Restricted Subsidiary, imposed
         pursuant to an agreement which has been entered into for the sale or
         disposition of all or substantially all of the Capital Stock or assets
         of such Restricted Subsidiary, provided that such restriction
         terminates if such transaction is closed or abandoned;

                  (8)      in bona fide contracts for the sale of any property
         or assets; or

                  (9)      if such encumbrance or restriction is the result of
         applicable laws or regulations.

LIMITATION ON RANKING OF CERTAIN DEBT

         The Company:

         (1)      may not Incur any Debt which by its terms is both subordinate
in right of payment to any Senior Debt of the Company and senior in right of
payment to the notes;

         (2)      may not permit any Subsidiary Guarantor to Incur any Debt
which by its terms is both subordinate in right of payment to any Senior Debt of
such Subsidiary Guarantor and senior in right of payment to the Subsidiary
Guarantee of such Subsidiary Guarantor; and

         (3)      may not permit any Restricted Subsidiary to Guarantee any Debt
of the Company that is subordinate in right of payment to the notes unless:

                  (a)      the Guarantee by such Restricted Subsidiary of such
         other Debt shall be subordinated to such Restricted Subsidiary's
         Subsidiary Guarantee at least to the same extent as such Debt of the
         Company is subordinated to the notes and

                  (b)      such Restricted Subsidiary waives, and agrees that it
         will not in any manner whatsoever claim or take the benefit or
         advantage of, any rights of reimbursement, indemnity or subrogation or
         any other rights against the Company or any other Restricted Subsidiary
         as a result of any payment by such Restricted Subsidiary under its
         Guarantee of such other Debt of the Company until the notes have been
         paid in full.

         For purposes of the Indenture, no Debt shall be deemed subordinate in
right of payment to any other Debt solely by reason of such other Debt having
the benefit of a security interest.

LIMITATION ON LIENS SECURING PARI PASSU OR SUBORDINATED DEBT

         The Company may not, and may not permit any Restricted Subsidiary to,
Incur or suffer to exist any Lien on or with respect to any property or assets
now owned or hereafter acquired to secure any Debt that is expressly by its
terms pari passu, subordinate or junior in right of payment to the notes or the
Subsidiary Guarantee of a Restricted

                                       38


Subsidiary without making, or causing such Restricted Subsidiary to make,
effective provision for securing the notes or such Restricted Subsidiary's
Subsidiary Guarantee (1) in the event such Debt is pari passu with the notes or
such Subsidiary Guarantee, equally and ratably with such Debt as to such
property or assets for so long as such Debt will be so secured or (2) in the
event such Debt is subordinate in right of payment to the notes or such
Subsidiary Guarantee, prior to such Debt as to such property or assets for so
long as such Debt will be so secured.

LIMITATION ON ASSET DISPOSITIONS

         The Company may not, and may not permit any Restricted Subsidiary to,
make any Asset Disposition in one or more related transactions unless:

         (1)      the Company or the Restricted Subsidiary, as the case may be,
receives consideration for such disposition at least equal to the fair market
value for the assets sold or disposed of as determined by the Board of Directors
in good faith and evidenced by a resolution of the Board of Directors filed with
the Trustee;

         (2)      at least 75% of the consideration for such disposition
consists of:

                  (a)      cash or Cash Equivalents;

                  (b)      the assumption of Debt of the Company or such
         Restricted Subsidiary (other than Debt that is subordinated to the
         notes or such Restricted Subsidiary's Subsidiary Guarantee) relating to
         such assets and release from all liability on the Debt assumed;

                  (c)      Replacement Assets; or

                  (d)      a combination of the foregoing;

         provided that the amount of any consideration received by the Company
         or such Restricted Subsidiary that is converted into cash within 180
         days of the closing of such Asset Disposition shall be deemed to be
         cash for purposes of this provision (to the extent of the cash
         received); and

         (3)      all Net Available Proceeds, less any amounts invested within
360 days of such disposition in Replacement Assets, are applied within 360 days
of such disposition:

                  (a)      first, to the permanent repayment or reduction of
         Senior Debt of the Company or any Subsidiary Guarantor then outstanding
         under any agreements or instruments which would require such
         application or prohibit payments pursuant to clause (b) following,

                  (b)      second, to the extent of remaining Net Available
         Proceeds, to make an Offer to Purchase outstanding notes at 100% of
         their principal amount plus accrued interest to the date of purchase
         and, to the extent required by the terms thereof, any other Debt of the
         Company that is pari passu with the notes at a price no greater than
         100% of the principal amount thereof plus accrued interest to the date
         of purchase,

                  (c)      third, to the extent of any remaining Net Available
         Proceeds following the completion of the Offer to Purchase, to the
         repayment of other Debt of the Company or Debt of a Restricted
         Subsidiary, to the extent permitted under the terms thereof and

                  (d)      fourth, to the extent of any remaining Net Available
         Proceeds, to any other use as determined by the Company which is not
         otherwise prohibited by the Indenture.

         Notwithstanding the preceding, the Company shall not be permitted to
make an Offer to Purchase pursuant to clause 3(b) above if the remaining Net
Available Proceeds after giving effect to the application required by clause
3(a) is less than $10 million.

TRANSACTIONS WITH AFFILIATES

         The Company may not, and may not permit any Restricted Subsidiary to,
enter into any transaction (or series of related transactions) with an Affiliate
of the Company or a Restricted Subsidiary, including any Investment, either

                                       39


directly or indirectly, unless such transaction is on terms no less favorable to
the Company or such Restricted Subsidiary than those that could be obtained in a
comparable arm's-length transaction with an entity that is not an Affiliate and
is in the best interests of such Company or such Restricted Subsidiary. For any
transaction that involves in excess of $5 million, a majority of the
disinterested members of the Board of Directors shall determine that the
transaction satisfies the above criteria and shall evidence such a determination
by a Board Resolution filed with the Trustee. For any transaction that involves
in excess of $15 million, the Company shall also obtain an opinion from a
nationally recognized expert with experience in appraising the terms and
conditions of the type of transaction (or series of related transactions) for
which the opinion is required stating that such transaction (or series of
related transactions) is on terms no less favorable to the Company or such
Restricted Subsidiary than those that could be obtained in a comparable
arm's-length transaction with an entity that is not an Affiliate of the Company,
which opinion shall be filed with the Trustee.

         The preceding requirements shall not apply to:

         (1)      any transaction pursuant to agreements in effect on the date
of issuance of the outstanding notes, August 13, 2003;

         (2)      any employment agreement or employee benefit arrangements with
any officer or director, including under any stock option or stock incentive
plans, entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business of the Company or such Restricted Subsidiary or
approved by a majority of the disinterested members of the Board of Directors;

         (3)      transactions between or among the Company and/or its
Restricted Subsidiaries;

         (4)      payment of reasonable directors fees to Persons who are not
otherwise employees of the Company;

         (5)      indemnities of officers, directors and employees of the
Company or any Subsidiary of the Company pursuant to bylaws, or statutory
provisions or indemnification agreements or the purchase of indemnification
insurance for any director or officer;

         (6)      any Restricted Payment that is permitted to be made by the
"Limitation on Restricted Payments" covenant; and

         (7)      written agreements entered into or assumed in connection with
acquisitions of other businesses with Persons who were not Affiliates prior to
such transactions.

         Notwithstanding the preceding, the requirements set forth in the third
sentence of the first paragraph of this "Transactions with Affiliates" covenant
relating to an opinion from a nationally recognized expert shall not apply to
leases of property or equipment entered into in the ordinary course of business.

CHANGE OF CONTROL

         Within 30 days of the occurrence of a Change of Control, the Company
will be required to make an Offer to Purchase all outstanding notes at a
purchase price equal to 101% of their principal amount plus accrued interest to
the date of purchase. A "Change of Control" will be deemed to have occurred at
such time as either:

                  (1)      any Person (other than a Permitted Holder) or any
         Persons acting together that would constitute a "group" (a "Group") for
         purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
         "Exchange Act"), or any successor provision thereto (other than
         Permitted Holders), shall beneficially own (within the meaning of Rule
         13d-3 under the Exchange Act, or any successor provision thereto) at
         least 50% of the aggregate voting power of all classes of Voting Stock
         of the Company; or

                  (2)      any Person or Group (other than Permitted Holders)
         shall succeed in having a sufficient number of its nominees elected to
         the Board of Directors of the Company such that such nominees, when
         added to any existing director remaining on the Board of Directors of
         the Company after such election who was a nominee of or is an Affiliate
         of such Person or Group, will constitute a majority of the Board of
         Directors of the Company;

                                       40


provided, that a transaction effected to create a holding company of the
Company, (a) pursuant to which the Company becomes a Wholly Owned Subsidiary of
such holding company, and (b) as a result of which the holders of Capital Stock
of such holding company are substantially the same as the holders of Capital
Stock of the Company immediately prior to such transaction, shall not be deemed
to involve a "Change of Control;" provided further that following such a holding
company transaction, references in this definition of "Change of Control" shall
thereafter be treated as references to such holding company. In the event that
the Company makes an Offer to Purchase the notes, the Company intends to comply
with any applicable securities laws and regulations, including any applicable
requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act.

PAYMENTS FOR CONSENT

         The Company may not, and may not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of the Indenture,
the notes or any Subsidiary Guarantee unless such consideration is offered to be
paid or is paid to all Holders of the notes that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.

PROVISION OF FINANCIAL INFORMATION

         Whether or not the Company is required to be subject to Section 13(a)
or 15(d) of the Exchange Act, or any successor provision thereto, the Company
shall file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13(a) or 15(d) or any successor provision thereto if
the Company were so required, such documents to be filed with the Commission on
or prior to the respective dates (the "Required Filing Dates") by which the
Company would have been required so to file such documents if the Company were
so required. The Company shall also in any event:

                  (1)      within 15 days of each Required Filing Date transmit
         by mail to all Holders, as their names and addresses appear in the
         Security Register, without cost to such Holders, and file with the
         Trustee, copies (without exhibits) of the annual reports, quarterly
         reports and other documents which the Company files with the Commission
         pursuant to such Section 13(a) or 15(d) or any successor provision
         thereto or would have been required to file with the Commission
         pursuant to such Section 13(a) or 15(d) or any successor provisions
         thereto if the Company were required to be subject to such Sections and

                  (2)      if filing such documents by the Company with the
         Commission is not permitted under the Exchange Act, promptly upon
         written request supply copies of such documents to any prospective
         Holder and the Trustee.

UNRESTRICTED SUBSIDIARIES

         The Company may designate any Restricted Subsidiary to be an
"Unrestricted Subsidiary" as provided below in which event such Subsidiary and
each other Person that is then or thereafter becomes a Subsidiary of such
Subsidiary will be deemed to be an Unrestricted Subsidiary. "Unrestricted
Subsidiary" means:

         (1)      any Subsidiary designated as such by the Board of Directors as
                  set forth below where

                  (a)      neither the Company nor any of its other Subsidiaries
                           (other than another Unrestricted Subsidiary) provides
                           credit support for, or Guarantee of, any Debt of such
                           Subsidiary or any Subsidiary of such Subsidiary
                           (including any undertaking, agreement or instrument
                           evidencing such Debt) or is directly or indirectly
                           liable for any Debt of such Subsidiary or any
                           Subsidiary of such Subsidiary, and

                  (b)      no default with respect to any Debt of such
                           Subsidiary or any Subsidiary of such Subsidiary
                           (including any right which the holders thereof may
                           have to take enforcement action against such
                           Subsidiary) would permit (upon notice, lapse of time
                           or both) any holder of any other Debt of the Company
                           and its Subsidiaries (other than another Unrestricted
                           Subsidiary) to declare a default on such other Debt
                           or cause the payment thereof to be accelerated or
                           payable prior to its final scheduled maturity and

                                       41


         (2)      any Subsidiary of an Unrestricted Subsidiary.

         The Board of Directors may designate any Subsidiary to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, any other Restricted Subsidiary which
is not a Subsidiary of the Subsidiary to be so designated or otherwise an
Unrestricted Subsidiary, provided that the Company could make a Restricted
Payment in an amount equal to the greater of the fair market value and book
value of its Investment in such Subsidiary pursuant to the "Limitation on
Restricted Payments" covenant and such amount is thereafter treated as a
Restricted Payment for the purpose of calculating the aggregate amount available
for Restricted Payments thereunder.

MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS

         The Company may not, in a single transaction or a series of related
transactions: (1) consolidate with or merge into any other Person or permit any
other Person to consolidate with or merge into the Company or (2) directly or
indirectly, transfer, sell, lease or otherwise dispose of all or substantially
all of its assets unless:

                  (1)      in a transaction in which the Company does not
         survive or in which the Company transfers, sells, leases or otherwise
         disposes of all or substantially all of its assets, the successor
         entity to the Company is organized under the laws of the United States
         of America or any State thereof or the District of Columbia and shall
         expressly assume, by a supplemental indenture executed and delivered to
         the Trustee in form satisfactory to the Trustee, all of the Company's
         obligations under the Indenture;

                  (2)      immediately before and after giving pro forma effect
         to such transaction and treating any Debt which becomes an obligation
         of the Company or a Restricted Subsidiary as a result of such
         transaction as having been Incurred by the Company or such Restricted
         Subsidiary at the time of the transaction, no Event of Default or event
         that with the passing of time or the giving of notice, or both, would
         constitute an Event of Default shall have occurred and be continuing;
         and

                  (3)      except in the case of any such consolidation or
         merger of the Company with or into a Restricted Subsidiary, immediately
         after giving pro forma effect to such transaction and treating any Debt
         which becomes an obligation of the Company or a Restricted Subsidiary
         as a result of such transaction as having been Incurred by the Company
         or such Restricted Subsidiary at the time of the transaction, the
         Company (including any successor entity to the Company) could Incur at
         least $1.00 of additional Debt pursuant to the provisions of the first
         paragraph of the "Limitation on Debt" covenant; and

                  (4)      if, as a result of any such transaction, property or
         assets of the Company would become subject to a Lien prohibited by the
         provisions of the "Limitation on Liens Securing Subordinated Debt"
         covenant, the Company or the successor entity to the Company shall have
         secured the notes as required by said covenant.

EVENTS OF DEFAULT

         The following are Events of Default under the Indenture with respect to
the notes:

                  (1)      failure to pay principal of (or premium, if any, on)
         any note when due (whether or not prohibited by the subordination
         provisions of the Indenture);

                  (2)      failure to pay any interest on any note when due
         (whether or not prohibited by the subordination provisions of the
         Indenture), continued for 30 days;

                  (3)      default in the payment of principal and interest on
         notes required to be purchased pursuant to an Offer to Purchase as
         described under "Change of Control" and "Limitation on Asset
         Dispositions" when due and payable (whether or not prohibited by the
         subordination provisions of the Indenture);

                  (4)      failure to perform or comply with the provisions
         described under "Mergers, Consolidations and Certain Sales of Assets";

                  (5)      failure to perform any other covenant or agreement of
         the Company under the Indenture or the notes (other than a covenant or
         agreement that has expressly been included in the Indenture solely for
         the benefit of

                                       42


         another series of Debt) continued for 60 days after written notice to
         the Company by the Trustee or Holders of at least 25% in aggregate
         principal amount of outstanding notes;

                  (6)      default under the terms of any instrument evidencing
         or securing any Debt of the Company or any Restricted Subsidiary having
         an outstanding principal amount of $10 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;

                  (7)      the rendering of a final judgment or judgments (not
         subject to appeal) against the Company or any Restricted Subsidiary in
         an amount in excess of $10 million which remains undischarged or
         unstayed for a period of 60 days after the date on which the right to
         appeal has expired;

                  (8)      certain events of bankruptcy, insolvency or
         reorganization affecting the Company, any Significant Restricted
         Subsidiary or any group of Restricted Subsidiaries that together would
         constitute a Significant Restricted Subsidiary; and

                  (9)      the Subsidiary Guarantee of any Subsidiary 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 Indenture) or any Subsidiary Guarantor or any Person
         acting on behalf of any Subsidiary Guarantor denies or disaffirms such
         Subsidiary Guarantor's obligations under its Subsidiary Guarantee
         (other than by reason of a release of such Subsidiary Guarantor from
         its Subsidiary Guarantee in accordance with the terms of the
         Indenture).

         If an Event of Default (other than an Event of Default described in
clause (8) above) shall occur and be continuing, either the Trustee or the
Holders of at least 25% in aggregate principal amount of the outstanding notes
may accelerate the maturity of all notes; provided, however, that after such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of outstanding notes may, under
certain circumstances, rescind and annul such acceleration if all Events of
Default, other than the non-payment of accelerated principal, have been cured or
waived as provided in the Indenture. If an Event of Default specified in clause
(8) above occurs, the outstanding notes will automatically become immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder. For information as to waiver of defaults, see "Modification and
Waiver" below.

         Subject to the provisions of the Indenture relating to the duties of
the Trustee in case an Event of Default shall occur and be continuing, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless
the Holders shall have offered to the Trustee reasonable indemnity. Subject to
such provisions for the indemnification of the Trustee, the Holders of a
majority in aggregate principal amount of the outstanding notes will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee with respect to the notes or exercising any
trust or power conferred on the Trustee with respect to the notes.

         No Holder of a note will have any right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or a
trustee, or for any other remedy thereunder unless (a) such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the notes, (b) the Holders of at least 25% in aggregate
principal amount of the outstanding notes have made written request, and such
Holder or Holders have offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee and (c) the Trustee has failed to institute such
proceeding, and has not received from the Holders of a majority in aggregate
principal amount of the outstanding notes a direction inconsistent with such
request, within 60 days after such notice, request and offer. However, such
limitations do not apply to a suit instituted by a Holder of a note for the
enforcement of payment of the principal of or any premium or interest on such
note on or after the applicable due date specified in such note.

         The Company and the Subsidiary Guarantors are required to furnish to
the Trustee annually a statement by certain of their officers as to whether or
not the Company or any Subsidiary Guarantor, to their knowledge, is in default
in the performance or observance of any of the terms, provisions and conditions
of the Indenture and, if so, specifying all such known defaults.

                                       43


MODIFICATION AND WAIVER

         Modifications and amendments of the Indenture may be made by the
Company, the Subsidiary Guarantors and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the outstanding notes;
provided, however, that no such modification or amendment may, without the
consent of the Holder of each outstanding note affected thereby:

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

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

                  (3)      change the place or currency of payment of principal
         of (or premium), or interest on, any note,

                  (4)      impair the right to institute suit for the
         enforcement of any payment on or with respect to any note,

                  (5)      reduce the above-stated percentage of outstanding
         notes necessary to modify or amend the Indenture,

                  (6)      reduce the percentage of aggregate principal amount
         of outstanding notes necessary for waiver of compliance with certain
         provisions of the Indenture or for waiver of certain defaults,

                  (7)      modify any provisions of the Indenture relating to
         the modification and amendment of the Indenture or the waiver of past
         defaults or covenants, except as otherwise specified,

                  (8)      modify any of the provisions of the Indenture
         relating to the subordination of the notes or the Subsidiary Guarantees
         (including any release thereof) in a manner adverse to the Holders, or

                  (9)      following the mailing of any Offer to Purchase,
         modify any Offer to Purchase for the notes required under the
         "Limitation on Asset Dispositions" and the "Change of Control"
         covenants contained in the Indenture in a manner adverse to the Holders
         thereof.

         The Holders of a majority in aggregate principal amount of the
outstanding notes, on behalf of all Holders of notes, may waive compliance by
the Company with certain restrictive provisions of the Indenture, including
those disclosed under the heading "Covenants" above. Subject to certain rights
of the Trustee, as provided in the Indenture, the Holders of a majority in
aggregate principal amount of the outstanding notes, on behalf of all Holders of
notes, may waive any past default under the Indenture, except a default in the
payment of principal, premium, interest or a default arising from failure to
purchase any note tendered pursuant to an Offer to Purchase or any provisions of
the Indenture which cannot be amended without the consent of the Holder of each
outstanding note.

         The Indenture provides that in determining whether the Holders of the
requisite principal amount of the outstanding notes have given or taken any
direction, notice, consent, waiver or other action under such Indenture as of
any date, certain notes, 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, will not be deemed to be Outstanding.

         Except in certain limited circumstances, the Company will be entitled
to set any day as a record date for the purpose of determining the Holders of
outstanding notes 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 note, such action
may be taken only by persons who are Holders of outstanding notes on the record
date. To be effective, such action must be taken by Holders of the requisite
principal amount of such notes 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.

DEFEASANCE AND COVENANT DEFEASANCE

         We may elect, at our option at any time, to have the provisions of the
Indenture relating either to defeasance and discharge of indebtedness, or to
defeasance of certain restrictive covenants applied to the notes.

                                       44


         DEFEASANCE AND DISCHARGE. Upon the Company's exercise of its option to
have defeasance and discharge applied to the notes, the Company and, if
applicable, each Subsidiary Guarantor will be discharged from their respective
obligations with respect to the notes (except for certain obligations to
exchange or register the transfer of notes, to replace stolen, lost or mutilated
notes, to maintain paying agencies and to hold moneys for payment in trust) upon
the deposit in trust for the benefit of the Holders of the notes 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 the notes on their respective Stated Maturities in accordance with
the terms of the applicable Indenture and the notes. Such defeasance and
discharge may occur only if, among other things,

                  (1)      the Company has delivered to the Trustee an Opinion
         of Counsel to the effect that it has 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 the notes 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 or 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 the Company or any Restricted
         Subsidiary is a party or by which the Company or any Restricted
         Subsidiary is bound;

                  (4)      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 the Senior Debt
         of the Company or any Subsidiary Guarantor shall have occurred and be
         continuing and no other event of default with respect to any of such
         Senior Debt shall have occurred and be continuing permitting after
         notice or the lapse of time, or both, the acceleration thereof; and

                  (5)      the Company has 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.

         DEFEASANCE OF CERTAIN COVENANTS. Upon the Company's exercise of its
option to have covenant defeasance applied to the notes, we may omit to comply
with certain restrictive covenants, including those described under "Covenants"
(except for "Change of Control") the occurrence of certain Events of Default,
which are described above in clause (5) (with respect to such restrictive
covenants) and clauses (6), (7) and (9) under "Events of Default" will not be
deemed to either be or result in an Event of Default. In order to exercise such
option, we must deposit, in trust for the benefit of the Holders of the notes,
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 the notes on their respective Stated Maturities in accordance
with the terms of the Indenture and the notes. 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 the notes 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 the notes and the notes were declared due 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 the
notes at the time of their respective Stated Maturities but may not be
sufficient to pay amounts due on the notes upon any acceleration resulting from
such Event of Default. In such case, we would remain liable for such payments.

                                       45


BOOK-ENTRY, DELIVERY AND FORM

GLOBAL NOTES

         New notes will initially be represented by one or more notes in
registered, global form without interest coupons (collectively, the "Global
Notes") and will be deposited with the Trustee as custodian for The Depository
Trust Company ("DTC"), in New York, New York, and will be registered in the name
of a nominee of DTC.

         Except as set forth below, the Global Notes will be transferred, in
whole and not in part, only to another nominee of DTC or to a successor of DTC
or its nominee. Beneficial interests in the Global Notes will not be exchanged
for notes in certificated form except in the limited circumstances described
below. See " -- Exchange of Global Notes for Certificated Notes."

EXCHANGE OF GLOBAL NOTES FOR CERTIFICATED NOTES

         A beneficial interest in a Global Note may not be exchanged for a note
in certificated form unless (1) DTC (x) notifies the Company that it is
unwilling or unable to continue as Depository for such Global Note or (y) has
ceased to be a clearing agency registered under the Exchange Act, and in either
event the Company fails to appoint a successor depository within 90 days, (2)
there shall have occurred and be continuing an Event of Default with respect to
the notes and DTC notifies the Trustee of its decision to exchange its Global
Note for certificated notes or (3) the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of notes in certificated
form. In all cases, certificated notes delivered in exchange for any Global Note
or beneficial interests therein will be registered in the names, and issued in
approved denominations, requested by or on behalf of DTC (in accordance with its
customary procedures).

GLOBAL NOTES

         The following description of the operations and procedures of DTC is
provided solely as a matter of convenience. These operations and procedures are
solely within the control of DTC's settlement system and are subject to changes
by DTC from time to time. The Company and the Subsidiary Guarantors take no
responsibility for these operations and procedures and urge investors to contact
the system or their participants directly to discuss these matters.

         Upon the issuance of the Global Notes, DTC will credit, on its internal
system, the respective principal amount of the individual beneficial interests
represented by such Global Notes to the accounts with DTC ("participants") or
persons who hold interests through participants. Ownership or beneficial
interests in the Global Notes will be shown on, and the transfer of that
ownership will be effected only through, records maintained by DTC or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interest of persons other than participants).

         AS LONG AS DTC, OR ITS NOMINEE, IS THE REGISTERED HOLDER OF A GLOBAL
NOTE, DTC OR SUCH NOMINEE, AS THE CASE MAY BE, WILL BE CONSIDERED THE SOLE OWNER
AND HOLDER OF THE NOTES REPRESENTED BY SUCH GLOBAL NOTE FOR ALL PURPOSES UNDER
THE INDENTURE AND THE NOTES. Except in the limited circumstances described above
under " -- Exchange of Global Notes for Certificated Notes," owners of
beneficial interests in a Global Note will not be entitled to have portions of
such Global Note registered in their names, will not receive or be entitled to
receive physical delivery of notes in certificated form and will not be
considered the owners or Holders of the Global Note (or any notes presented
thereby) under the Indenture or the notes. In addition, no beneficial owner of
an interest in a Global Note will be able to transfer that interest except in
accordance with DTC's applicable procedures. In the event that owners of
beneficial interests in a Global Note become entitled to receive notes in
certificated form, such notes will be issued only in registered form in
denominations of $1,000 and integral multiples thereof.

         The laws of some states require that certain persons take physical
delivery in certificated form of securities that they own. Consequently, the
ability to transfer beneficial interests in a Global Note to such persons may be
limited to that extent. Because DTC can act only on behalf of participants,
which in turn act on behalf of indirect participants and certain banks, the
ability of a person having beneficial interests in a Global Note to pledge such
interests to persons or entities that do not participate in the DTC system, or
otherwise take action in respect of such interests, may be affected by the lack
of a physical certificate evidencing such interests.

                                       46


         All payments on Global Notes will be made to DTC or its nominee as the
registered owner thereof. Neither the Company, the Trustee nor any of their
respective agents will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in the Global Notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         Beneficial interests in the Global Notes will trade in DTC's Same-Day
Funds Settlement System, and secondary market trading activity in such interests
will therefore settle in immediately available funds. The Company expects that
DTC or its nominee, upon receipt of any payment in respect of a Global Note
representing any notes held by it or its nominee, will immediately credit
participants' accounts with payment in amounts proportionate to their respective
beneficial interests in the principal amount of such notes as shown on the
records of DTC or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Notes held through
such participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
registered in "street name." Such payments will be the responsibility of such
participants.

         Transfers between participants in DTC will be effected in accordance
with DTC's procedures, and will be settled in same-day funds.

         DTC has advised the Company that it will take any action permitted to
be taken by a Holder of notes only at the direction of one or more participants
to whose account with DTC interests in the Global Notes are credited and only in
respect of such portion of the aggregate principal amount of the notes as to
which such participant or participants has or have given such direction.
However, if there is an Event of Default with respect to the notes, DTC reserves
the right to exchange the Global Notes for legended notes in certificated form,
and to distribute such notes to its participants.

         DTC has advised the Company as follows:

         DTC is

      -        a limited purpose trust company organized under the laws of the
               State of New York,

      -        a "banking organization" within the meaning of New York
               Banking Law,

      -        a member of the Federal Reserve System,

      -        a "clearing corporation" within the meaning of the Uniform
               Commercial Code, as amended, and

      -        a "Clearing Agency" registered pursuant to the provisions of
               Section 17A of the Exchange Act.

         DTC was created to hold securities for its participants and facilitate
the clearance and settlement of securities transactions between participants
through electronic book-entry changes in accounts of its participants, thereby
eliminating the need for physical transfer and delivery of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. DTC is
partially owned by some of these participants or their representatives. Indirect
access to the DTC system is available to other entities such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly ("indirect
participants").

         Although DTC has agreed to the foregoing procedures in order to
facilitate transfers of beneficial ownership interests in the Global Notes among
participants of DTC, it is under no obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. None of
the Company, the Trustee nor any of their respective agents will have any
responsibility for the performance by DTC, its participants or its indirect
participants of their respective obligations under the rules and procedures
governing their operations, including maintaining, supervising or reviewing the
records relating to, or payments made on account of, beneficial ownership
interests in Global Notes.

SAME DAY SETTLEMENT AND PAYMENT

         The Company will make payments in respect of the notes represented by
the Global Notes (including principal, premium, if any, and interest) by wire
transfer of immediately available funds to the accounts specified by the Global
Note Holder.

                                       47



         The notes represented by the Global Notes are expected to trade in
DTC's Same-Day Funds Settlement System, and any permitted secondary market
trading activity in such notes will, therefore, be required by DTC to be settled
in immediately available funds. The Company expects that secondary trading in
any certificated notes will also be settled in immediately available funds.

NOTICES

         Notices to Holders of notes will be given by mail to the addresses of
such Holders as they may appear in the Security Register.

CONCERNING THE TRUSTEE

         Wells Fargo Bank, N.A. serves as Trustee under the Indenture.

         The Indenture will contain certain limitations on the rights of the
Trustee, should it become a creditor of the Company, to obtain payment of claims
in certain cases, or to realize on certain property received in respect of any
such claim as security or otherwise. The Trustee will be permitted to engage in
other transactions; however, if it acquires any conflicting interest (as defined
in the Trust Indenture Act) after a default has occurred and is continuing, it
must eliminate such conflict within 90 days or apply to the SEC for permission
to continue or resign.

TITLE

         The Company, the Subsidiary Guarantors, the Trustee and any agent of
the Company, the Subsidiary Guarantors or a Trustee may treat the Person in
whose name a note is registered as the absolute owner of the note (whether or
not such note may be overdue) for the purpose of making payment and for all
other purposes.

GOVERNING LAW

         The Indenture and the notes will be governed by, and construed in
accordance with, the law of the State of New York.

CERTAIN DEFINITIONS

         Set forth below is a summary of certain of the defined terms used in
the Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided.

         "Additional Notes" means 8.25% Senior Subordinated Notes due August 15,
2013 of the Company issued under the Indenture after the Closing Date and having
identical terms (except as to the initial interest payment date) to the
outstanding notes or the new notes issued in exchange for the outstanding notes.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control" when used with
respect to any 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; provided that direct or
indirect beneficial ownership of 10% or more of the Voting Stock of a Person
shall be deemed to constitute control.

         "Adjusted Treasury Rate" means with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.50%.

         "Asset Disposition" by any Person means any transfer, conveyance, sale,
lease or other disposition (but excluding the creation of any Lien) by such
Person or any of its Restricted Subsidiaries (including a consolidation or
merger or other sale of any such Restricted Subsidiary with, into or to another
Person in a transaction in which such Restricted Subsidiary ceases to be a
Restricted Subsidiary, but excluding a disposition by a Restricted Subsidiary of

                                       48


such Person to such Person or a Restricted Subsidiary of such Person or by such
Person to a Restricted Subsidiary of such Person) of:

                  (1)      shares of Capital Stock (other than directors'
         qualifying shares) or other ownership interests of a Restricted
         Subsidiary of such Person,

                  (2)      substantially all of the assets of such Person or any
         of its Restricted Subsidiaries representing a division or line of
         business or

                  (3)      other assets or rights of such Person or any of its
         Restricted Subsidiaries outside of the ordinary course of business,

         provided in each case that the aggregate consideration for such
         transfer, conveyance, sale, lease or other disposition is equal to $2.5
         million or more.

         The term "Asset Disposition" shall not include:

                  (1)      a Restricted Payment that is made in compliance with
         the "Limitation on Restricted Payments" covenant,

                  (2)      the designation of any Restricted Subsidiary as an
         Unrestricted Subsidiary or the contribution to the capital of any
         Unrestricted Subsidiary, in either case in compliance with the
         applicable provisions of the Indenture or

                  (3)      any transaction subject to and consummated in
         compliance with the covenant described above under "Mergers,
         Consolidations and Certain Sales of Assets".

         "Average Life" means, as of any date of determination, with respect to
any Debt, the quotient obtained by dividing (1) the sum of the products of the
number of years from such date of determination to the dates of each successive
scheduled principal payments of such Debt by (2) the sum of all such principal
payments.

         "Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Debt arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the face of a balance sheet of such Person in accordance with generally accepted
accounting principles. The stated maturity of such obligation shall be the date
of the last payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the lessee without
payment of a penalty. The principal amount of such obligation shall be the
capitalized amount thereof that would appear on the face of a balance sheet of
such Person in accordance with generally accepted accounting principles.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person.

         "Cash Equivalents" means:

                  (1)      securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality thereof having maturities of not more than six months
         from the date of acquisition,

                  (2)      certificates of deposit and Eurodollar time deposits
         with maturities of six months or less from the date of acquisition,
         bankers' acceptances with maturities not exceeding six months and
         overnight bank deposits, in each case with any lender party to the
         Senior Credit Facility or with any domestic commercial bank having
         capital and surplus in excess of $500 million and a Fitch Rating of "B"
         or better,

                  (3)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clauses
         (1) and (2) above entered into with any financial institution meeting
         the qualifications specified in clause (2) above,

                                       49



                  (4)      commercial paper having a rating of at least P-1 from
         Moody's and a rating of at least A-1 from S&P,

                  (5)      deposits available for withdrawal on demand with any
         commercial bank not meeting the qualifications specified in clause (2)
         above, provided all such deposits do not exceed $5 million in the
         aggregate at any one time and

                  (6)      investments in money market or other mutual funds
         substantially all of whose assets comprise securities of the types
         described in clauses (1) through (4) above.

         "Closing Date" means August 13, 2003.

         "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

         "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the Trustee obtains fewer than three such Reference Treasury Dealer Quotations,
the average of all such Quotations.

         "Consolidated Cash Flow Available for Fixed Charges" for any period
means the Consolidated Net Income for such period increased by the sum of:

                  (1)      Consolidated Interest Expense for such period, plus

                  (2)      the consolidated amount of interest capitalized by
         the Company and its Restricted Subsidiaries during such period
         calculated in accordance with generally accepted accounting principles,
         plus

                  (3)      Consolidated Income Tax Expense for such period, plus

                  (4)      the consolidated depreciation and amortization
         expense included in the income statement of the Company and its
         Restricted Subsidiaries for such period, plus

                  (5)      other non-cash expenses (excluding any such non-cash
         expense to the extent that it represents an accrual of or reserve for
         cash expenses in any future period or amortization of a prepaid cash
         expense that was paid in a prior period) included in the income
         statement of the Company and its Restricted Subsidiaries for such
         period; minus

                  (6)      non-cash items increasing Consolidated Net Income for
         such period, other than items that were accrued in the ordinary course
         of business, in each case, on a consolidated basis and determined in
         accordance with generally accepted accounting principles;

provided, however, that there shall be excluded therefrom the Consolidated Cash
Flow Available for Fixed Charges (if positive) of any Restricted Subsidiary that
is not a Subsidiary Guarantor (calculated separately for such Restricted
Subsidiary in the same manner as provided above for the Company) that is subject
to a restriction which prevents the payment of dividends or the making of
distributions to the Company or another Restricted Subsidiary to the extent of
such restriction.

                                       50



         "Consolidated Cash Flow Coverage Ratio" as of any date of determination
means the ratio of:

                  (1)      Consolidated Cash Flow Available for Fixed Charges
for the period of the most recently completed four consecutive fiscal quarters
for which quarterly or annual financial statements are available to

                  (2)      Consolidated Fixed Charges for such period;

provided, however, that Consolidated Fixed Charges shall be adjusted to give
effect on a pro forma basis to any Debt that has been Incurred by the Company or
any Restricted Subsidiary since the end of such period that remains outstanding
and to any Debt that is proposed to be Incurred by the Company or any Restricted
Subsidiary as if in each case such Debt had been Incurred on the first day of
such period and as if any Debt that is or will no longer be outstanding as the
result of the Incurrence of any such Debt had not been outstanding as of the
first day of such period; provided, however, that in making such computation,
the Consolidated Interest Expense attributable to interest on any proposed Debt
bearing a floating interest rate shall be computed on a pro forma basis as if
the rate in effect on the date of computation had been the applicable rate for
the entire period; and provided further that, in the event the Company or any of
its Restricted Subsidiaries has made Asset Dispositions or acquisitions of
assets not in the ordinary course of business (including acquisitions of other
Persons by merger, consolidation or purchase of Capital Stock) during or after
such period, such computation shall be made on a pro forma basis as if the Asset
Dispositions or acquisitions had taken place on the first day of such period.

         "Consolidated Fixed Charges" for any period means the sum of:

                  (1)      Consolidated Interest Expense and

                  (2)      the consolidated amount of interest capitalized by
the Company and its Restricted Subsidiaries during such period calculated in
accordance with generally accepted accounting principles.

         "Consolidated Income Tax Expense" for any period means the consolidated
provision for income taxes of the Company and its Restricted Subsidiaries for
such period calculated on a consolidated basis in accordance with generally
accepted accounting principles.

         "Consolidated Interest Expense" means for any period the consolidated
interest expense, other than floor plan interest expense, included in a
consolidated income statement (without deduction of interest income) of the
Company and its Restricted Subsidiaries for such period calculated on a
consolidated basis in accordance with generally accepted accounting principles,
including without limitation or duplication (or, to the extent not so included,
with the addition of):

                  (1)      the amortization of Debt discounts;

                  (2)      any payments or fees with respect to letters of
         credit, bankers' acceptances or similar facilities;

                  (3)      net fees with respect to interest rate swap or
         similar agreements or foreign currency hedge, exchange or similar
         agreements;

                  (4)      Preferred Stock dividends of the Company and its
         Restricted Subsidiaries (other than with respect to Redeemable Stock)
         declared and paid or payable;

                  (5)      accrued Redeemable Stock dividends of the Company and
         its Restricted Subsidiaries, whether or not declared or paid;

                  (6)      interest on Debt guaranteed by the Company and its
         Restricted Subsidiaries; and

                  (7)      the portion of rental expense deemed to be
         representative of the interest factor attributable to Capital Lease
         Obligations.

         "Consolidated Net Income" for any period means the consolidated net
income (or loss) of the Company and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with generally accepted
accounting principles; provided that there shall be excluded therefrom:

                                       51


                  (1)      the net income (or loss) of any Person acquired by
         the Company or a Restricted Subsidiary in a pooling-of-interests
         transaction for any period prior to the date of such transaction,

                  (2)      the net income (or loss) of any Person that is not a
         Restricted Subsidiary except to the extent of the amount of dividends
         or other distributions actually paid to the Company or a Restricted
         Subsidiary by such Person during such period,

                  (3)      gains or losses on Asset Dispositions by the Company
         or its Subsidiaries,

                  (4)      all extraordinary gains and extraordinary losses,

                  (5)      gains or losses from the early retirement or
         extinguishment of indebtedness,

                  (6)      the cumulative effect of changes in accounting
         principles,

                  (7)      non-cash gains or losses resulting from fluctuations
         in currency exchange rates and

                  (8)      the tax effect of any of the items described in
         clauses (1) through (6) above;

provided, further, that for purposes of any determination pursuant to the
provisions of the "Limitation on Restricted Payments" covenant, there shall
further be excluded therefrom the net income (but not net loss) of any
Restricted Subsidiary that is not a Subsidiary Guarantor that is subject to a
restriction which prevents the payment of dividends or the making of
distributions to the Company or another Restricted Subsidiary to the extent of
such restriction.

         "Consolidated Net Tangible Assets" of any Person means the total amount
of assets (less applicable reserves and other properly deductible items) which
under generally accepted accounting principles would be included on a
consolidated balance sheet of such Person and its Restricted Subsidiaries after
deducting therefrom:

                  (1)      all goodwill, trade names, trademarks, patents,
         patent applications, licenses, non-compete agreements, unamortized debt
         discount and expense and other like intangibles, which in each case
         under generally accepted accounting principles would be included on
         such consolidated balance sheet and

                  (2)      appropriate deductions for any minority interests.

         "Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent:

                  (1)      every obligation of such Person for money borrowed;

                  (2)      every obligation of such Person evidenced by bonds,
         debentures, notes or other similar instruments, including obligations
         Incurred in connection with the acquisition of property, assets or
         businesses;

                  (3)      every reimbursement obligation of such Person with
         respect to letters of credit, bankers' acceptances or similar
         facilities issued for the account of such Person;

                  (4)      every obligation of such Person issued or assumed as
         the deferred purchase price of property or services (including
         securities repurchase agreements but excluding trade accounts payable
         or accrued liabilities arising in the ordinary course of business and
         with respect to services, excluding deferred compensation to
         employees), which purchase price is due more than six months after the
         date of placing such property in service or taking delivery and title
         thereto or engaging such services, the amount of such price being that
         which would be negotiated in an arm's length transaction for cash
         between a willing seller and a willing and able buyer, neither of which
         is under any compulsion to complete the transaction or services;

                  (5)      every Capital Lease Obligation of such Person;

                  (6)      all Receivables Sales of such Person which are sold
         with recourse to such Person;

                  (7)      all Redeemable Stock issued by such Person;

                                       52



                  (8)      if such Person is a Restricted Subsidiary, all
         Preferred Stock issued by such Person;

                  (9)      every net obligation under Interest Rate, Currency or
         Commodity Price Agreements of such Person; and

                  (10)     every obligation of the type referred to in clauses
         (1) through (9) of another Person and all dividends of another Person
         the payment of which, in either case, (a) such Person has Guaranteed or
         is responsible or liable, directly or indirectly, as obligor, Guarantor
         or otherwise or (b) is secured by (or for which the holder of such
         obligation 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 Debt or dividends.

         Notwithstanding the foregoing, Debt shall not include any obligation
arising from any agreement entered into in connection with the acquisition of
any business or assets with any seller of such business or assets that (1)
provides for the payment of earn-outs to such seller or (2) guarantees to such
seller a minimum price to be realized by such seller upon the sale of any Common
Stock of the Company that was issued by the Company to such seller in connection
with such acquisition.

         "Designated Senior Debt" of the Company means:

                  (1)      Debt of the Company under the Senior Credit Facility
         and

                  (2)      any Senior Debt of the Company

                           (a)      which at the time of determination exceeds
                  $25 million in aggregate principal amount outstanding or
                  available under a committed facility,

                           (b)      which is specifically designated in the
                  instrument evidencing such Senior Debt as "Designated Senior
                  Debt" by the Company and

                           (c)      as to which the Trustee has received an
                  Officers' Certificate of the Company specifying such Senior
                  Debt as "Designated Senior Debt".

         "Equity Offering" means an offering of Common Stock that results in
aggregate cash net proceeds to the Company.

         "Floor Plan Debt" means Debt in an aggregate principal amount at any
time not to exceed the value of the Inventory of the Company and its Restricted
Subsidiaries, which Debt is secured primarily by a Lien on Inventory of the
Company and/or its Restricted Subsidiaries.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing, or having the economic effect of
guaranteeing, any Debt of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person,

                  (1)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Debt or to purchase (or to advance or
         supply funds for the purchase of) any security for the payment of such
         Debt,

                  (2)      to purchase property, securities or services for the
         purpose of assuring the holder of such Debt of the payment of such
         Debt, or

                  (3)      to maintain working capital, equity capital or other
         financial statement condition or liquidity of the primary obligor so as
         to enable the primary obligor to pay such Debt (and "Guaranteed",
         "Guaranteeing" and "Guarantor" shall have meanings correlative to the
         foregoing);

provided, however, that the Guarantee by any Person shall not include
endorsements by such Person for collection or deposit, in either case, in the
ordinary course of business.

         "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
Guarantee or otherwise become liable in respect of such Debt or other obligation

                                       53



including by acquisition of Subsidiaries or the recording, as required pursuant
to generally accepted accounting principles or otherwise, of any such Debt or
other obligation on the balance sheet of such Person (and "Incurrence",
"Incurred", "Incurrable" and "Incurring" shall have meanings correlative to the
foregoing); provided, however, that a change in generally accepted accounting
principles that results in an obligation of such Person that exists at such time
becoming Debt shall not be deemed an Incurrence of such Debt.

         "Independent Investment Banker" means any Reference Treasury Dealer
appointed by the Trustee after consultation with the Company.

         "Interest Rate, Currency or Commodity Price Agreement" of any Person
means any forward contract, futures contract, swap, option or other financial
agreement or arrangement (including, without limitation, caps, floors, collars
and similar agreements) relating to, or the value of which is dependent upon,
interest rates, currency exchange rates or commodity prices or indices
(excluding contracts for the purchase or sale of goods in the ordinary course of
business).

         "Inventory" of any Person means the automobile and automobile parts and
supplies inventories of such Person that are held for sale or lease, or are to
be used or consumed by such Person, in the ordinary course of business. The
value of each particular item of inventory shall be the historical purchase
price thereof.

         "Investment" by any Person means any direct or indirect loan, advance
or other extension of credit or capital contribution (by means of transfers of
cash or other property (other than Capital Stock that is neither Redeemable
Stock nor Preferred Stock of a Restricted Subsidiary) to others or payments for
property or services for the account or use of others, or otherwise) to, or
purchase or acquisition of Capital Stock, bonds, notes, debentures or other
securities or evidence of Debt issued by, any other Person, including any
payment on a Guarantee of any obligation of such other Person, but shall not
include

                  (1)      trade accounts receivable in the ordinary course of
         business on credit terms made generally available to the customers of
         such Person,

                  (2)      any Permitted Interest Rate, Currency or Commodity
         Price Agreement and

                  (3)      endorsements of negotiable instruments and documents
         in the ordinary course of business.

         "Investment Grade" means Baa3 or above in the case of Moody's (or the
equivalent under any successor rating categories of Moody's) and BBB- or above
in the case of S&P (or the equivalent under any successor rating categories of
S&P).

         "Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including, without
limitation, any sale and leaseback arrangement, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing).

         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Net Available Proceeds" from any Asset Disposition by any Person means
cash or Cash Equivalents received (including by way of sale or discounting of a
note, installment receivable or other receivable, but excluding any other
consideration received in the form of assumption by the acquiree of Debt or
other obligations relating to such properties or assets) therefrom by such
Person, net of:

                  (1)      all legal, title and recording tax expenses,
         commissions and other fees and expenses Incurred and all federal,
         state, foreign and local taxes required to be accrued as a liability as
         a consequence of such Asset Disposition;

                  (2)      all payments made by such Person or its Restricted
         Subsidiaries on any Debt which is secured by such assets in accordance
         with the terms of any Lien upon or with respect to such assets or which
         must by the terms

                                       54



         of such Lien, or in order to obtain a necessary consent to such Asset
         Disposition or by applicable law, be repaid out of the proceeds from
         such Asset Disposition;

                  (3)      all distributions and other payments made to minority
         interest holders in Restricted Subsidiaries of such Person or joint
         ventures as a result of such Asset Disposition; and

                  (4)      appropriate amounts to be provided by such Person or
         any Restricted Subsidiary thereof, as the case may be, as a reserve in
         accordance with generally accepted accounting principles against any
         liabilities associated with such assets and retained by such Person or
         any Restricted Subsidiary thereof, as the case may be, after such Asset
         Disposition, including, without limitation, liabilities under any
         indemnification obligations and severance and other employee
         termination costs associated with such Asset Disposition, in each case
         as determined by the Board of Directors, in its reasonable good faith
         judgment evidenced by a resolution of the Board of Directors filed with
         the Trustee; provided, however, that any reduction in such reserve
         within twelve months following the consummation of such Asset
         Disposition will be treated for all purposes of the Indenture and the
         notes as a new Asset Disposition at the time of such reduction with Net
         Available Proceeds equal to the amount of such reduction.

         "Offer to Purchase" means a written offer (the "Offer") sent by the
Company by first class mail, postage prepaid, to each Holder at his address
appearing in the Security Register on the date of the Offer offering to purchase
up to the principal amount of notes specified in such Offer at the purchase
price specified in such Offer (as determined pursuant to the Indenture). Unless
otherwise required by applicable law, the Offer shall specify an expiration date
(the "Offer Expiration Date") of the Offer to Purchase which shall be, subject
to any contrary requirements of applicable law, not less than 30 days or more
than 60 days after the date of such Offer and a settlement date (the "Purchase
Date") for purchase of notes within five Business Days after the Offer
Expiration Date. The Company shall notify the Trustee at least 15 Business Days
(or such shorter period as is acceptable to the Trustee) prior to the mailing of
the Offer of the Company's obligation to make an Offer to Purchase, and the
Offer shall be mailed by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. The Offer shall contain a
description of the events requiring the Company to make the Offer to Purchase
and all instructions and materials necessary to enable such Holders to tender
notes pursuant to the Offer to Purchase. The Offer shall also state:

                  (1)      the section of the Indenture pursuant to which the
         Offer to Purchase is being made;

                  (2)      the Offer Expiration Date and the Purchase Date;

                  (3)      the aggregate principal amount of the outstanding
         notes offered to be purchased by the Company pursuant to the Offer to
         Purchase (including, if less than 100%, the manner by which such has
         been determined pursuant to the section of the Indenture requiring the
         Offer to Purchase) (the "Purchase Amount");

                  (4)      the purchase price to be paid by the Company for each
         $1,000 aggregate principal amount of notes accepted for payment (as
         specified pursuant to the Indenture) (the "Purchase Price");

                  (5)      that the Holder may tender all or any portion of the
         notes registered in the name of such Holder and that any portion of a
         note tendered must be tendered in an integral multiple of $1,000
         principal amount;

                  (6)      the place or places where notes are to be surrendered
         for tender pursuant to the Offer to Purchase;

                  (7)      that interest on any note not tendered or tendered
         but not purchased by the Company pursuant to the Offer to Purchase will
         continue to accrue;

                  (8)      that on the Purchase Date the Purchase Price will
         become due and payable upon each note being accepted for payment
         pursuant to the Offer to Purchase and that interest thereon shall cease
         to accrue on and after the Purchase Date;

                  (9)      that each Holder electing to tender a note pursuant
         to the Offer to Purchase will be required to surrender such note at the
         place or places specified in the Offer prior to the close of business
         on the Expiration Date (such note being, if the Company or the Trustee
         so requires, duly endorsed by, or accompanied by a written

                                       55



         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);

                  (10)     that Holders will be entitled to withdraw all or any
         portion of notes tendered if the Company (or its Paying Agent)
         receives, not later than the close of business on the Expiration Date,
         a telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of the note the Holder
         tendered, the certificate number of the note the Holder tendered and a
         statement that such Holder is withdrawing all or a portion of his
         tender;

                  (11)     that (a) if notes in an aggregate principal amount
         less than or equal to the Purchase Amount are duly tendered and not
         withdrawn pursuant to the Offer to Purchase, the Company shall purchase
         all such notes and (b) if notes in an aggregate principal amount in
         excess of the Purchase Amount are tendered and not withdrawn pursuant
         to the Offer to Purchase, the Company shall purchase notes having an
         aggregate principal amount equal to the Purchase Amount on a pro rata
         basis (with such adjustments as may be deemed appropriate so that only
         notes in denominations of $1,000 or integral multiples thereof shall be
         purchased); and

                  (12)     that in the case of any Holder whose note is
         purchased only in part, the Company shall execute, and the Trustee
         shall authenticate and deliver to the Holder of such note without
         service charge, a new note or notes, of any authorized denomination as
         requested by such Holder, in an aggregate principal amount equal to and
         in exchange for the unpurchased portion of the note so tendered.

         If any of the notes subject to an Offer to Purchase is in global form,
then the Offer shall be modified by the Company to the extent necessary to
comply with the procedures of the Depositary applicable to repurchases. Any
Offer to Purchase shall be governed by and effected in accordance with the Offer
for such Offer to Purchase.

         "Permitted Holder" means:

                  (1)      each of B.B. Hollingsworth, Jr., John Turner and
         Scott Thompson;

                  (2)      the members of the immediate family of any of the
         persons referred to in clause (1) above;

                  (3)      any trust created for the benefit of the persons
         described in clause (1) or (2) above or any of their estates; or

                  (4)      any other Person that is wholly owned by any one or
         more of the Persons described in clause (1), (2) or (3) above.

         "Permitted Interest Rate, Currency or Commodity Price Agreement" of any
Person means any Interest Rate, Currency or Commodity Price Agreement entered
into with one or more financial institutions in the ordinary course of business
that is designed to protect such Person against fluctuations in interest rates
or currency exchange rates with respect to Debt Incurred or proposed to be
Incurred and which shall have a notional amount no greater than the payments due
with respect to the Debt being hedged thereby, or in the case of currency or
commodity protection agreements, against currency exchange rate or commodity
price fluctuations in the ordinary course of business relating to then existing
financial obligations or then existing or sold production and not for purposes
of speculation.

         "Permitted Investments" means:

                  (1)      any Investment in the Company or a Restricted
         Subsidiary or a Person that will become or be merged into or
         consolidated with a Restricted Subsidiary as a result of such
         Investment,

                  (2)      any Investment in a Permitted Joint Venture which,
         together with any other outstanding Investment made pursuant to this
         clause (2), does not exceed the greater of $10 million or 2.5% of the
         Company's Consolidated Net Tangible Assets at the time of such
         Investment,

                  (3)      any Investment in Cash Equivalents,

                  (4)      any non-cash consideration received in connection
         with an Asset Disposition that was made in compliance with the
         "Limitation on Asset Dispositions" covenant; and

                                       56



                  (5)      any other Investment that, when taken together with
         all other Investments made pursuant to this clause (5) since the
         Closing Date and outstanding on the date such Investment is made, does
         not exceed $10 million.

         "Permitted Joint Venture" means any joint venture arrangement (which
may be structured as a corporation, partnership, trust, limited liability
company or any other Person):

                  (1)      in which the Company and its Restricted Subsidiaries
         own an equity interest of at least 25% of the equity interest of all
         joint venturers thereof and

                  (2)      which engages only in a business of the type
         conducted by the Company and its Subsidiaries on the Closing Date or
         any business ancillary thereto or supportive thereof.

         "Preferred Stock" of any Person means Capital Stock of such Person of
any class or classes (however designated) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person, to shares of Capital
Stock of any other class of such Person.

         "Receivables" means receivables, chattel paper, instruments, documents
or intangibles evidencing or relating to the right to payment of money.

         "Receivables Sale" of any Person means any sale of Receivables of such
Person (pursuant to a purchase facility or otherwise), other than in connection
with a disposition of the business operations of such Person relating thereto or
a disposition of defaulted Receivables for purposes of collection and not as a
financing arrangement.

         "Redeemable Stock" of any Person means any Capital Stock of such Person
that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or otherwise (including upon the occurrence of
an event) matures or is required to be redeemed (pursuant to any sinking fund
obligation or otherwise) or is convertible into or exchangeable for Debt or is
redeemable at the option of the holder thereof, in whole or in part, at any time
prior to the final Stated Maturity of the notes.

         "Reference Treasury Dealer" means Goldman, Sachs & Co. or any of its
affiliates in the United States and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City, the Trustee will substitute
another Reference Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

         "Replacement Assets" means:

                  (1)      properties and assets (other than cash, Cash
         Equivalents, or any Capital Stock or other security) that will be used
         in the automotive retail business, the business of the Company and its
         Restricted Subsidiaries as conducted on the Closing Date or any
         business ancillary thereto or supportive thereof and

                  (2)      Capital Stock of any Person that is engaged in the
         automotive retail business, the business of the Company and its
         Restricted Subsidiaries as conducted on the Closing Date or any
         business ancillary thereto or supportive thereof and that will be
         merged or consolidated with or into a Restricted Subsidiary or that
         will become a Restricted Subsidiary.

         "Restricted Subsidiary" means any Subsidiary of the Company, whether
existing on or after the Closing Date, unless such Subsidiary is an Unrestricted
Subsidiary.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "Sale and Leaseback Transaction" of any Person means an agreement with
any lender or investor or to which such lender or investor is a party providing
for the leasing by such Person of any property or asset of such Person

                                       57



which has been or is being sold or transferred by such Person more than 270 days
after the acquisition thereof or the completion of construction or commencement
of operation thereof to such lender or investor or to any person to whom funds
have been or are to be advanced by such lender or investor on the security of
such property or asset. The stated maturity of such arrangement shall be the
date of the last payment of rent or any other amount due under such arrangement
prior to the first date on which such arrangement may be terminated by the
lessee without payment of a penalty.

         "Senior Credit Facility" means the Fifth Amended and Restated Revolving
Credit Agreement dated as of June 2, 2003 among the Company, its subsidiaries
listed therein, JPMorgan Chase Bank, as administrative agent, Comerica Bank, as
floorplan agent, Bank One, NA, as documentation agent, and other lending
institutions party thereto and any amendment, modification, renewal, extension,
refinancing, refunding or replacement thereof.

         "Senior Debt" means, with respect to any Person:

                  (1)      the principal of (and premium, if any) and interest
         (including interest accruing on or after the filing of any petition in
         bankruptcy or for reorganization relating to such Person whether or not
         such claim for post-petition interest is allowed in such proceeding)
         on, and penalties and any obligation of such Person for reimbursement,
         indemnities and fees relating to, the Senior Credit Facility,

                  (2)      the principal of (and premium, if any) and interest
         on Debt of such Person for money borrowed, whether Incurred on or prior
         to the Closing Date or thereafter, and any amendments, renewals,
         extensions, modifications, refinancings and refundings of any such Debt
         and

                  (3)      Permitted Interest Rate Agreements and Permitted
         Currency Agreements entered into with respect to Debt described in
         clauses (1) and (2) above.

         Notwithstanding the preceding, the following shall not constitute
Senior Debt:

                  (1)      any Debt as to which the terms of the instrument
         creating or evidencing the same provide that such Debt is on a parity
         with, or is not superior in right of payment to, the notes or, in the
         case of a Subsidiary Guarantor, a Subsidiary Guarantee,

                  (2)      any Debt which is subordinated in right of payment in
         any respect to any other Debt of such Person, other than Debt under the
         Senior Credit Facility that is subordinated to other Debt under the
         Senior Credit Facility solely by reason of priority being granted under
         the Senior Credit Facility to "swingline", overdraft or similar
         tranches of Debt,

                  (3)      Debt evidenced by the notes or a Subsidiary
         Guarantee,

                  (4)      any Debt owed to a Person when such Person is a
         Subsidiary of such Person,

                  (5)      any obligation of such Person with respect to any
         Capital Stock of such Person,

                  (6)      that portion of any Debt which is Incurred in
         violation of the Indenture,

                  (7)      Debt which, when Incurred and without respect to any
         election under Section 1111(b) of Title 11, United States Code, is
         without recourse to such Person,

                  (8)      any liability for federal, state, local or other
         taxes owed or owing by such Person,

                  (9)      any Debt for the purchase of goods, materials or
         services, or consisting of operating lease rental payments, in the
         ordinary course of business or Debt consisting of trade payables or
         other current liabilities (other than current liabilities for money
         borrowed and the current portion of long-term Senior Debt),

                  (10)     Debt of or amounts owed by such Person for
         compensation to employees or for services rendered; and

                  (11)     Debt issued as a dividend on, or in redemption of or
         exchange for, Capital Stock of such Person.

                                       58



         "Significant Restricted Subsidiary" means, at any date of
determination, any Restricted Subsidiary that, together with its Restricted
Subsidiaries represents 10% or more of the Company's total consolidated assets
at the end of the most recent fiscal quarter for which financial information is
available or 10% or more of the Company's consolidated net revenues or
consolidated operating income for the most recent four quarters for which
financial information is available.

         "Subordinated Debt" means Debt of the Company as to which the payment
of principal of (and premium, if any) and interest and other payment obligations
in respect of such Debt shall be subordinate to the prior payment in full of the
notes to at least the following extent:

         (1) no payments of principal of (or premium, if any) or interest on or
otherwise due in respect of such Debt may be permitted for so long as any
default in the payment of principal (or premium, if any) or interest on the
notes exists;

         (2) in the event that any other default that with the passing of time
or the giving of notice, or both, would constitute an event of default exists
with respect to the notes, upon notice by 25% or more in principal amount of the
notes to the Trustee, the Trustee shall have the right to give notice to the
Company and the holders of such Debt (or trustees or agents therefor) of a
payment blockage, and thereafter no payments of principal of (or premium, if
any) or interest on or otherwise due in respect of such Debt may be made for a
period of 179 days from the date of such notice; and

         (3) such Debt may not

                  (A) provide for payments of principal of such Debt at the
         final stated maturity thereof or by way of a sinking fund applicable
         thereto or by way of any mandatory redemption, defeasance, retirement
         or repurchase thereof by the Company (including any redemption,
         retirement or repurchase which is contingent upon events or
         circumstances, but excluding any retirement required by virtue of
         acceleration of such Debt upon an event of default thereunder), in each
         case prior to the final Stated Maturity of the notes or

                  (B) permit redemption or other retirement (including pursuant
         to an offer to purchase made by the Company) of such other Debt at the
         option of the holder thereof prior to the final Stated Maturity of the
         notes, other than a redemption or other retirement at the option of the
         holder of such Debt (including pursuant to an offer to purchase made by
         the Company) which is conditioned upon a change of control of the
         Company pursuant to provisions substantially similar to those described
         under "Change of Control" (and which shall provide that such Debt will
         not be repurchased pursuant to such provisions prior to the Company's
         repurchase of the notes required to be repurchased by the Company
         pursuant to the provisions described under "Change of Control").

                  "Subsidiary" of any Person means:

         (1) a corporation more than 50% of the combined voting power of the
outstanding Voting Stock of which is owned, 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

         (2) any other Person (other than a corporation) in which such Person,
or one or more other Subsidiaries of such Person or such Person and one or more
other Subsidiaries thereof, directly or indirectly, has at least a majority
ownership and power to direct the policies, management and affairs thereof.

         "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason 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.

                                       59



                     U.S. FEDERAL INCOME TAX CONSIDERATIONS

         The following discussion is a summary of certain federal income tax
considerations relevant to the exchange of outstanding notes for new notes, but
does not purport to be a complete analysis of all potential tax effects. The
discussion is based upon the Internal Revenue Code of 1986, as amended, Treasury
Regulations, Internal Revenue Service rulings and pronouncements and judicial
decisions now in effect, all of which may be subject to change at any time by
legislative, judicial or administrative action. These changes may be applied
retroactively in a manner that could adversely affect a holder of new notes. The
description does not consider the effect of any applicable foreign, state, local
or other tax laws or estate or gift tax considerations.

         We believe that the exchange of outstanding notes for new notes should
not be an exchange or otherwise a taxable event to a holder for United States
federal income tax purposes. Accordingly, a holder should have the same adjusted
issue price, adjusted basis and holding period in the new notes as it had in the
outstanding notes immediately before the exchange.

                                       60



                              PLAN OF DISTRIBUTION

         Based on interpretations by the staff of the SEC in no action letters
issued to third parties, we believe that you may transfer new notes issued under
the exchange offer in exchange for the outstanding notes if:

      -         you acquire the new notes in the ordinary course of your
                business; and

      -         you are not engaged in, and do not intend to engage in, and
                  have no arrangement or understanding with any person to
                  participate in, a distribution of such new notes.

         You may not participate in the exchange offer if you are:

      -        our "affiliate" within the meaning of Rule 405 under the
               Securities Act; or

      -        a broker-dealer that acquired outstanding notes directly from
               us.

         Each broker-dealer that receives new notes for its own account pursuant
to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. To date, the staff of the SEC has
taken the position that broker-dealers may fulfill their prospectus delivery
requirements with respect to transactions involving an exchange of securities
such as this exchange offer, other than a resale of an unsold allotment from the
original sale of the outstanding notes, with the prospectus contained in this
registration statement. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
new notes received in exchange for outstanding notes where such outstanding
notes were acquired as a result of market-making activities or other trading
activities. We have agreed that, for a period of up to 180 days after the
effective date of this registration statement, we will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until such date, all dealers effecting
transactions in new notes may be required to deliver a prospectus.

         If you wish to exchange new notes for your outstanding notes in the
exchange offer, you will be required to make representations to us as described
in "Exchange Offer -- Purpose and Effect of the Exchange Offer" and " --
Procedures for Tendering -- Your Representations to Us" in this prospectus. As
indicated in the letter of transmittal, you will be deemed to have made these
representations by tendering your outstanding notes in the exchange offer. In
addition, if you are a broker-dealer who receives new notes for your own account
in exchange for outstanding notes that were acquired by you as a result of
market-making activities or other trading activities, you will be required to
acknowledge, in the same manner, that you will deliver a prospectus in
connection with any resale by you of such new notes.

         We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the new notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, and at prices related
to such prevailing market prices or negotiated prices.

         Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such new notes.
Any broker-dealer that resells new notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such new notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of new notes and any commission or concession received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The letter of transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

         For a period of 180 days after the effective date of this registration
statement (or until such time as all of the new notes have been sold), we will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer (including the expenses of one counsel for the holders of the
outstanding notes) other than commissions or concessions of any broker-dealers
and will indemnify the holders

                                       61



of the outstanding notes (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.

                                  LEGAL MATTERS

         The validity of the new notes offered in this exchange offer will be
passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. Certain other
legal matters in connection with the issuance of the new notes will be passed
upon for us by Jeffer, Mangels, Butler & Marmaro LLP, Los Angeles, California,
Scoggins & Goodman, P.C., Atlanta, Georgia, Sutin, Thayer & Browne, A
Professional Corporation, Santa Fe, New Mexico and Calvert Law Firm, Oklahoma
City, Oklahoma.

                                     EXPERTS

         The consolidated financial statements of Group 1 Automotive, Inc. as of
and for the year ended December 31, 2002 appearing in our Annual Report on Form
10-K for the year ended December 31, 2002, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference (which contains two explanatory paragraphs
describing the adoption of Statement of Financial Accounting Standards No. 142
and audit procedures relating to certain revisions to the 2001 and 2000
financial statements for reclassification adjustments and conforming disclosures
that were applied to revise the 2001 and 2000 financial statements as described
in Notes 5 and 14 to the consolidated financial statements; the 2001 and 2000
financial statements were audited by other auditors who have ceased operations
and for which Ernst & Young LLP has expressed no opinion or other form of
assurance on the 2001 and 2000 financial statements taken as a whole). Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.

         The financial statements of Group 1 Automotive, Inc. as of and for the
years ended December 31, 2001 and 2000 appearing in our Annual Report on Form
10-K for the year ended December 31, 2001, have been audited by Arthur Andersen
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing. Arthur Andersen
LLP has not consented to the incorporation by reference of their report in this
prospectus or registration statement of which this prospectus forms a part.
Because of Arthur Andersen LLP's current financial position, you may not be able
to recover against Arthur Andersen LLP for any claims you may have under
securities or other laws as a result of Arthur Andersen LLP's activities during
the period in which it acted as our independent public accountants. See "Risk
Factors -- Risks Related to Our Business -- Your ability to recover from our
former auditors, Arthur Andersen LLP, for any potential financial misstatements
is limited."

                                       62


                                     ANNEX A

                              LETTER OF TRANSMITTAL
                                    TO TENDER
               OUTSTANDING 8.25% SENIOR NOTES DUE AUGUST 15, 2013

                                       OF

                            GROUP 1 AUTOMOTIVE, INC.
    PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED __________ ___, 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _______________, 2003 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED BY THE COMPANY.

                  The Exchange Agent for the Exchange Offer is:

                             Wells Fargo Bank, N.A.
                                  P.O. Box 1517
                        Minneapolis, Minnesota 55480-1517
                      Attention: Corporate Trust Operations

IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 8.25% SENIOR NOTES DUE AUGUST 15,
2013 (THE "OUTSTANDING NOTES") FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF NEW
8.25% SENIOR NOTES DUE AUGUST 15, 2013 PURSUANT TO THE EXCHANGE OFFER, YOU MUST
VALIDLY TENDER (AND NOT WITHDRAW) OUTSTANDING NOTES TO THE EXCHANGE AGENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE BY CAUSING AN AGENT'S
MESSAGE TO BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO SUCH TIME.

                               __________________

                                      A-1



The undersigned hereby acknowledges receipt and review of the Prospectus, dated
__________, 2003 (the "Prospectus"), of Group 1 Automotive, Inc., a Delaware
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together describe the Company's offer (the "Exchange
Offer") to exchange its 8.25% Senior Notes due August 15, 2013 (the "New Notes")
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding
8.25% Senior Notes due August 15, 2013 (the "Outstanding Notes"). Capitalized
terms used but not defined herein have the respective meaning given to them in
this Prospectus.

The Company reserves the right, at any time or from time to time, to extend the
Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended. The Company
shall notify the Exchange Agent and each registered holder of the Outstanding
Notes of any extension by oral or written notice prior to 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date. Such notice, in the case of any extension, will be issued by means of a
press release or other public announcement no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled expiration
date.

This Letter of Transmittal is to be used by holders of the Outstanding Notes.
Tender of Outstanding Notes is to be made according to the Automated Tender
Offer Program ("ATOP") of the Depository Trust Company ("DTC") pursuant to the
procedures set forth in the prospectus under the caption "The Exchange Offer --
Procedures for Tendering." DTC participants that are accepting the Exchange
Offer must transmit their acceptance to DTC, which will verify the acceptance
and execute a book-entry delivery to the Exchange Agent's DTC account. DTC will
then send a computer generated message known as an "agent's message" to the
exchange agent for its acceptance. For you to validly tender your Outstanding
notes in the Exchange Offer, the Exchange Agent must receive prior to the
Expiration Date, an agent's message under the ATOP procedures that confirms
that:

         -        DTC has received your instructions to tender your Outstanding
                  Notes; and

         -        You agree to be bound by the terms of this Letter of
                  Transmittal.

BY USING THE ATOP PROCEDURES TO TENDER OUTSTANDING NOTES, YOU WILL NOT BE
REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER,
YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE
ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF
YOU HAD SIGNED IT.

                                      A-2



PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

         1.       By tendering Outstanding Notes in the Exchange Offer, you
acknowledge receipt of the Prospectus and this Letter of Transmittal.

         2.       By tendering Outstanding Notes in the Exchange Offer, you
represent and warrant that you have full authority to tender the Outstanding
Notes described above and will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
tender of Outstanding Notes.

         3.       You understand that the tender of the Outstanding Notes
pursuant to all of the procedures set forth in the Prospectus will constitute an
agreement between you and the Company as to the terms and conditions set forth
in the Prospectus.

         4.       By tendering Outstanding Notes in the Exchange Offer, you
acknowledge that the Exchange Offer is being made in reliance upon
interpretations contained in no-action letters issued to third parties by the
staff of the Securities and Exchange Commission (the "SEC"), including Exxon
Capital Holdings Corp., SEC No-Action Letter (available April 13, 1989), Morgan
Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991) and Shearman
& Sterling, SEC No-Action Letter (available July 2, 1993), that the New Notes
issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may
be offered for resale, resold and otherwise transferred by holders thereof
(other than a broker-dealer who purchased Outstanding Notes exchanged for such
New Notes directly from the Company to resell pursuant to Rule 144A or any other
available exemption under the Securities Act of 1933, as amended (the
"Securities Act") and any such holder that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act), provided that such New
Notes are acquired in the ordinary course of such holders' business and such
holders are not participating in, and have no arrangement with any person to
participate in, the distribution of such New Notes.

         5.       By tendering Outstanding Notes in the Exchange Offer, you
represent and warrant that:

                  a.       the New Notes acquired pursuant to the Exchange Offer
                           are being obtained in the ordinary course of your
                           business, whether or not you are the holder;

                  b.       neither you nor any such other person is engaging in
                           or intends to engage in a distribution of such New
                           Notes;

                  c.       neither you nor any such other person has an
                           arrangement or understanding with any person to
                           participate in the distribution of such New Notes;
                           and

                  d.       neither you nor any such other person is an
                           "affiliate," as such term is defined under Rule 405
                           promulgated under the Securities Act, of the Company
                           or if either you or such other person is an
                           affiliate, you must comply with the registration and
                           delivery requirements of the Securities Act in
                           connection with any resale registration.

         6.       You may, if you are unable to make all of the representations
and warranties contained in Item 5 above and as otherwise permitted in the
Registration Rights Agreement (as defined below), elect to have your Outstanding
Notes registered in the shelf registration statement described in the
Registration Rights Agreement, dated as of August 13, 2003 (the "Registration
Rights Agreement"), by and among the Company, the Guarantors (as defined
therein) and the Initial Purchasers (as defined therein). Such election may be
made only by notifying the Company in writing at 950 Echo Lane, Suite 100,
Houston, Texas 77024, Attention: Chief Financial Officer. By making such
election, you agree, as a holder of Outstanding Notes participating in a shelf
registration, to indemnify and hold harmless the Company, each of the directors
of the Company, each of the officers of the Company who signs such shelf
registration statement, each person who controls the Company within the meaning
of either the Securities Act or the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and each other holder of Outstanding Notes, from and
against any and all losses, claims, damages or liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in any shelf
registration statement or prospectus, or in any supplement thereto or amendment
thereof, or caused by the omission or alleged omission to state therein a
material fact required

                                       A-3



to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; but only with
respect to information relating to the undersigned furnished in writing by or on
behalf of the undersigned expressly for use in a shelf registration statement, a
prospectus or any amendments or supplements thereto. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses set
forth therein. The above summary of the indemnification provision of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by the Registration Rights Agreement.

         7.       If you are a broker-dealer that will receive New Notes for its
own account in exchange for Outstanding Notes that were acquired as a result of
market-making activities or other trading activities, you acknowledge, by
tendering such Outstanding Notes in the Exchange Offer, that you will deliver a
prospectus in connection with any resale of such New Notes; however, by so
acknowledging and by delivering a prospectus, you will not be deemed to admit
that you are an "underwriter" within the meaning of the Securities Act. If you
are a broker-dealer and such Outstanding Notes held for your own account were
not acquired as a result of market-making or other trading activities, such
Outstanding Notes cannot be exchanged pursuant to the Exchange Offer.

         8.       Any of your obligations hereunder shall be binding upon your
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.

                                      A-4


                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Book-Entry confirmations.

Any confirmation of a book-entry transfer to the Exchange Agent's account at DTC
of Outstanding Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as an agent's message, and any other documents required
by this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 P.M., New York City time, on the
Expiration Date.

2. Partial Tenders.

Tenders of Outstanding Notes will be accepted only in integral multiples of
$1,000. The entire principal amount of Outstanding Notes delivered to the
exchange agent will be deemed to have been tendered unless otherwise
communicated to the exchange agent. If the entire principal amount of all
Outstanding Notes is not tendered, then Outstanding Notes for the principal
amount of Outstanding Notes not tendered and notes issued in exchange for any
Outstanding Notes accepted will be delivered to the holder via the facilities of
DTC promptly after the Outstanding Notes are accepted for exchange.

3. Validity of Tenders.

All questions as to the validity, form, eligibility (including time of receipt),
acceptance, and withdrawal of tendered Outstanding Notes will be determined by
the Company, in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any or all tenders
not in proper form or the acceptance for exchange of any tenders which may, in
the opinion of counsel for the Company, be unlawful. The Company also reserves
the absolute right to waive any of the conditions of the Exchange Offer or any
defect or irregularity in the tender of any Outstanding Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions on this Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as the Company shall
determine. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Outstanding Notes, neither the
Company, the Exchange Agent, nor any other person shall be under any duty to
give such notification of any defects or irregularities in tenders or incur any
liability for failure to give such notification. Tenders of Outstanding Notes
will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Outstanding Notes received by the Exchange Agent that
are not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the Exchange Agent to the tendering
holders via the facilities of DTC, as soon as practicable following the
Expiration Date.

4. Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or part, up to the
expiration of the exchange offer any of the conditions of the Exchange Offer set
forth in the Prospectus or in this Letter of Transmittal.

5. No Conditional Tender.

No alternative, conditional, irregular or contingent tender of Outstanding Notes
will be accepted.

6. Request for Assistance or Additional Copies.

Requests for assistance or for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address or
telephone number set forth on the cover page of this Letter of Transmittal.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.

7. Withdrawal.

Tenders may be withdrawn only pursuant to the limited withdrawal rights set
forth in the Prospectus under the caption "Exchange Offer-- Withdrawal of
Tenders."

                                       A-5



8. No Guarantee of Late Delivery.

There is no procedure for guarantee of late delivery in the Exchange Offer.

IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER OUTSTANDING NOTES, YOU WILL
NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT.
HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE
ACKNOWLEDGEMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF
YOU HAD SIGNED IT.

                                       A-6


                                  [Back Cover]

         Until            , 2003, all broker-dealers that effect transactions in
the new notes, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the broker-dealers' obligation to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

                         [Group 1 Automotive, Inc. logo]
                            GROUP 1 AUTOMOTIVE, INC.

                             Offer to Exchange up to
             $150,000,000 of 8.25% Senior Notes due August 15, 2013
                                       For
             $150,000,000 of 8.25% Senior Notes due August 15, 2013
           that have been registered under the Securities Act of 1933

                                __________, 2003



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") authorizes a corporation, under certain circumstances, to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that the person is or was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of that corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. With respect to any criminal action or proceeding, such
indemnification is available if he had no reasonable cause to believe his
conduct was unlawful.

         With respect to actions by or in the right of the corporation, no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjusted to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. A director or officer who is successful, on
the merits or otherwise, in defense of any proceeding subject to the DGCL's
indemnification provisions shall be indemnified by the corporation for
reasonable expenses incurred in connection therewith, including attorneys' fees.

         Section 145 of the DGCL authorizes a corporation to advance its
officers and directors expenses, provided that an officer or director provide
the corporation with an undertaking to repay the advanced expenses should it
ultimately be determined that such officer or director is not entitled to
indemnification.

         Article VI of the Restated Certificate of Incorporation of Group 1
Automotive, Inc. (the "Restated Certificate of Incorporation"), provides for
indemnification of each person who is or was made a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative action, because such
person is, was or has agreed to become an officer or director of the corporation
or is a person who is or was serving or has agreed to serve at the request of
the corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust, employee benefit plan or other
enterprise to the fullest extent permitted by the DGCL as it existed at the time
the indemnification provisions of the Restated Certificate of Incorporation was
adopted or as may be thereafter amended.

         Section 145 of the DGCL also empowers a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of such corporation against liability asserted against or
incurred by him in any such capacity, whether or not such corporation would have
the power to indemnify such officer or director against such liability under the
provisions of Section 145.

         Article VI of the Restated Certificate of Incorporation provides that
Group 1 Automotive, Inc. may maintain insurance, at its expense, to protect the
corporation and any director, officer, employee or agent of the corporation or
of another entity against any expense, liability or loss, regardless of whether
the corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL.

                                      II-1



ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)      Exhibits. The following exhibits are filed herewith or incorporated by
         reference herein pursuant to the requirements of Item 601 of Regulation
         S-K:



EXHIBIT
 NUMBER                                                 DESCRIPTION
- -------                                                 -----------
                  
  3.1           --      Restated Certificate of Incorporation of the Company (Incorporated by reference to
                        Exhibit 3.1 of the Company's Registration Statement on Form S-1 Registration No.
                        333-29893).

  3.2           --      Certificate of Designation of Series A Junior Participating Preferred Stock
                        (Incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on
                        Form S-1 Registration No. 333-29893).

  3.3           --      Bylaws of the Company (Incorporated by reference to Exhibit 3.3 of the Company's
                        Registration Statement on Form S-1 Registration No. 333-29893).

  4.1           --      Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of the
                        Company's Registration Statement on Form S-1 Registration No. 333-29893).

  4.2           --      Form of Subordinated Indenture (Incorporated by reference to Exhibit 4.5 of the
                        Company's Registration Statement on Form S-3 Registration No. 333-69693).

  4.3           --      Form of Subordinated Debt Securities (included in Exhibit 4.2).

  4.4           --      First Supplemental Indenture dated as of March 5, 1999 among Group 1 Automotive, Inc.,
                        the Subsidiary Guarantors named therein and IBJ Whitehall Bank & Trust Company
                        (Incorporated by reference to Exhibit 4.1 of the Company's Current Report of Form 8-K
                        dated March 5, 1999).

  4.5           --      Form of 10 7/8% Senior Subordinated Note due March 1, 2009 (included in Exhibit 4.4).

  4.6           --      Subordinated Indenture dated as of August 13, 2003 among Group 1 Automotive, Inc.,
                        the Subsidiary Guarantors named therein and Wells Fargo Bank, N.A., as Trustee.*

  4.7           --      First Supplemental Indenture dated as of August 13, 2003 among Group 1 Automotive,
                        Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, N.A., as Trustee.*

  4.8           --      Exchange and Registration Rights Agreement dated as of August 13, 2003 between
                        Group 1 Automotive, Inc. and Goldman, Sachs & Co., J.P. Morgan Securities Inc., and
                        Banc One Capital Markets, Inc.*

  4.9           --      Form of 144A Global Note representing $149,650,000 Principal Amount of 8.25% Senior
                        Subordinated Notes due August 15, 2013.*

  4.10          --      Form of Regulation S Global Note representing $350,000 Principal Amount of 8.25% Senior
                        Subordinated Notes due August 15, 2013.*

  5.1           --      Opinion of Vinson & Elkins L.L.P.*

  5.2           --      Opinion of Jeffer, Mangels, Butler & Marmaro LLP.*

  5.3           --      Opinion of Scoggins & Goodman, P.C.*

  5.4           --      Opinion of Sutin, Thayer & Browne, A Professional Corporation.*

  5.5           --      Opinion of Calvert Law Firm.*

 10.1           --      Employment Agreement between the Company and B.B. Hollingsworth, Jr. effective March 1,
                        2002 (Incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form
                        10-K for the year ended December 31, 2001).

 10.2           --      Employment Agreement between the Company and Robert E. Howard II dated November 3, 1997
                        (Incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1997).

 10.3           --      Employment Agreement between the Company and John T. Turner dated November 3, 1997
                        (Incorporated by reference to Exhibit 10.5 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1997).

 10.4           --      Employment Agreement between the Company and Scott L. Thompson dated November 3, 1997
                        (Incorporated by reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1997).

 10.5           --      1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.7 of the Company's


                                      II-2





EXHIBIT
 NUMBER                                                 DESCRIPTION
- -------                                                 -----------
                  
                        Registration Statement on Form S-1 Registration No. 333-29893).

 10.6           --      First Amendment to 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8
                        of the Company's Registration Statement on Form S-1 Registration No. 333-29893).

 10.7           --      Lease Agreement between Howard Pontiac GMC and Robert E. Howard II (Incorporated by
                        reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
                        Registration No. 333-29893).

 10.8           --      Lease Agreement between Bob Howard Motors and Robert E. Howard II (Incorporated by
                        reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
                        Registration No. 333-29893).

 10.9           --      Lease Agreement between Bob Howard Chevrolet and Robert E. Howard II (Incorporated by
                        reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
                        Registration No. 333-29893).

 10.10          --      Lease Agreement between Bob Howard Automotive-H and North Broadway Real Estate
                        (Incorporated by reference to Exhibit 10.9 of the Company's Registration Statement on
                        Form S-1 Registration No. 333-29893).

 10.11          --      Rights Agreement between Group 1 Automotive, Inc. and ChaseMellon Shareholder Services,
                        L.L.C., as rights agent dated October 3, 1997 (Incorporated by reference to Exhibit
                        10.10 of the Company's Registration Statement on Form S-1 Registration No. 333-29893).

 10.12          --      1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 of the
                        Company's Registration Statement on Form S-1 Registration No. 333-29893).

 10.13          --      Form of Agreement between Toyota Motor Sales, U.S.A., and Group 1 Automotive, Inc.
                        (Incorporated by reference to Exhibit 10.12 of the Company's Registration Statement on
                        Form S-1 Registration No. 333-29893).

 10.14          --      Form of Supplemental Agreement to General Motors Corporation Dealer Sales and Service
                        Agreement (Incorporated by reference to Exhibit 10.13 of the Company's Registration
                        Statement on Form S-1 Registration No. 333-29893).

 10.15          --      Supplemental Terms and Conditions between Ford Motor Company and Group 1 Automotive,
                        Inc. dated September 4, 1997 (Incorporated by reference to Exhibit 10.16 of the
                        Company's Registration Statement on Form S-1 Registration No. 333-29893).

 10.16          --      Toyota Dealer Agreement between Gulf States Toyota, Inc. and Southwest Toyota, Inc.
                        dated April 5, 1993 (Incorporated by reference to Exhibit 10.17 of the Company's
                        Registration Statement on Form S-1 Registration No. 333-29893).

 10.17          --      Lexus Dealer Agreement between Toyota Motor Sales, U.S.A., Inc. and SMC Luxury Cars,
                        Inc. dated August 21, 1995 (Incorporated by reference to Exhibit 10.18 of the Company's
                        Registration Statement on Form S-1 Registration No. 333-29893).

 10.18          --      Form of General Motors Corporation U.S.A. Sales and Service Agreement (Incorporated by
                        reference to Exhibit 10.25 of the Company's Registration Statement on Form S-1
                        Registration No. 333-29893).

 10.19          --      Stock Pledge Agreement dated December 19, 1997 (Incorporated by reference to Exhibit
                        10.54 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997).

 10.20          --      First Amendment to Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan
                        (Incorporated by reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1998).

 10.21          --      Employment Agreement between the Company and John S. Bishop dated October 7, 1998
                        (Incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1998).

 10.22          --      Form of Ford Motor Company Sales and Service Agreement (Incorporated by reference to
                        Exhibit 10.38 of the Company's Annual Report on Form 10-K for the year ended December
                        31, 1998).

 10.23          --      Form of Chrysler Corporation Sales and Service Agreement (Incorporated by reference to


                                      II-3




EXHIBIT
 NUMBER                                                 DESCRIPTION
- -------                                                 -----------
                  
                        Exhibit 10.39 of the Company's Annual Report on Form 10-K for the year ended December
                        31, 1998).

 10.24          --      Second Amendment to the 1996 Stock Incentive Plan (Incorporated by reference to Exhibit
                        10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
                        1999).

 10.25          --      Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated
                        (Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on
                        Form S-8 Registration No. 333-83260).

 10.26          --      Second Amendment to Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan
                        (Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on
                        Form S-8 Registration No. 333-75754).

 10.27          --      Third Amendment to Group 1 Automotive, Inc. 1996 Stock Incentive Plan (Incorporated by
                        reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8
                        Registration No. 333-75784).

 10.28          --      ISDA Master Agreement (Incorporated by reference to Exhibit 10.33 of the Company's
                        Annual Report on Form 10-K for the year ended December 31, 2001).

 10.29          --      Interest Rate Swap Confirmation, dated as of October 19, 2001 (Incorporated by
                        reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K for the year
                        ended December 31, 2001).

 10.30          --      Split Dollar Life Insurance Agreement between Group 1 Automotive, Inc., and Leslie
                        Hollingsworth and Leigh Hollingsworth, as Trustees of the Hollingsworth 2000 Children's
                        Trust, dated as of January 23, 2002 (Incorporated by reference to Exhibit 10.36 of the
                        Company's Annual Report on Form 10-K for the year ended December 31, 2002).

 10.31          --      Lease Agreement between Bob Howard Automotive-East, Inc. and REHCO East, L.L.C.
                        (Incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 2002).

 10.32          --      Lease Agreement between Howard-H, Inc. and REHCO, L.L.C. (Incorporated by reference to
                        Exhibit 10.38 of the Company's Annual Report on Form 10-K for the year ended December
                        31, 2002)

 10.33          --      Lease Agreement between Howard Pontiac-GMC, Inc. and North Broadway Real Estate Limited
                        Liability Company (Incorporated by reference to Exhibit 10.39 of the Company's Annual
                        Report on Form 10-K for the year ended December 31, 2002).

 10.34          --      Employment Agreement between the Company and Kevin H. Whalen dated November 3, 2002
                        (Incorporated by reference to Exhibit 10.40 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 2002).

 10.35          --      Fifth Amended and Restated Revolving Credit Agreement dated June 2, 2003
                        (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form
                        10-Q for the quarterly period ended June 30, 2003).

 10.36          --      Form of Ford Motor Credit Company Automotive Wholesale Plan Application for Wholesale
                        Financing and Security Agreement (Incorporated by reference to Exhibit 10.2 of the
                        Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003).

 10.37          --      First Amendment to Fifth Amended and Restated Revolving Credit Agreement dated
                        July 25, 2003.*

 12.1           --      Computation of Ratios of Earnings to Fixed Charges.*

 21.1           --      Group 1 Automotive, Inc. Subsidiary List.*

 23.1           --      Consent of Ernst & Young LLP.*

 23.2           --      Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).*

 23.3           --      Consent of Jeffer, Mangels, Butler & Marmaro LLP (included in Exhibit 5.2).*

 23.4           --      Consent of Scoggins & Goodman, P.C. (included in Exhibit 5.3).*

 23.5           --      Consent of Sutin, Thayer & Browne, A Professional Corporation (included in Exhibit
                        5.4).*

 23.6           --      Consent of Calvert Law Firm (included in Exhibit 5.5).*


                                      II-4





EXHIBIT
 NUMBER                                                 DESCRIPTION
- -------                                                 -----------
                  
24.1            --      Power of Attorney (included in the signature pages of this Registration Statement).*

25.1            --      Statement of Eligibility on Form T-1 of Wells Fargo Bank, N.A.*


- --------------------
*        Filed herewith

(b)      Financial Statement Schedules. All schedules have been omitted because
the information required is included in the financial statements or the notes
thereto or because they are not applicable or not required.

                                      II-5



ITEM 22. UNDERTAKINGS

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

         Each registrant hereby undertakes

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

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

         (b)      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 the registration
statement. Notwithstanding the foregoing, any increase or decrease in 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;

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

(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 at the
termination of the offering.

(4)               That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.

(5)               To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(6)               To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in this registration statement
when it became effective.

                                      II-6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on September 24, 2003.

                          GROUP 1 AUTOMOTIVE, INC.

                          By:  /s/ B. B. HOLLINGSWORTH
                              ------------------------------------
                          Name:  B. B. Hollingsworth
                          Title: Chairman, President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                 CAPACITY
           ---------                                                 --------
                                      
  /s/ B.B. HOLLINGSWORTH, JR.                    Chairman, President and Chief Executive Officer
- -------------------------------                            (Principal Executive Officer)
    B.B. Hollingsworth, Jr.

  /s/ SCOTT L. THOMPSON                 Executive Vice President, Chief Financial Officer and Treasurer
- -------------------------------             (Principal Financial and Principal Accounting Officer)
       Scott L. Thompson

     /s/ JOHN L. ADAMS                                               Director
- -------------------------------
         John L. Adams

  /s/ ROBERT E. HOWARD II                                            Director
- -------------------------------
      Robert E. Howard II

  /s/ LOUIS E. LATAIF                                                Director
- -------------------------------
        Louis E. Lataif

  /s/ STEPHEN D. QUINN                                               Director
- -------------------------------
       Stephen D. Quinn

  /s/ MAX P. WATSON, JR.                                             Director
- -------------------------------
      Max P. Watson, Jr.


                                      II-7




           SIGNATURE                                                 CAPACITY
           ---------                                                 --------
                                                                  
                                                                     Director
- -------------------------------
        Kevin H. Whalen


                                      II-8


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

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

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-9


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           --------                                                    --------
                                         
  /s/ B.B. HOLLINGSWORTH, JR.               President (Principal Executive Officer) of Group 1 Associates,
- -------------------------------                  Inc., the general partner of the above named entities
    B.B. Hollingsworth, Jr.

  /s/ SCOTT L. THOMPSON                     Vice President and Director (Principal Financial and Principal
- -------------------------------                    Accounting Officer) of Group 1 Associates, Inc.,
       Scott L. Thompson                            the general partner of the above named entities

  /s/ J. BROOKS O'HARA                       Director of Group 1 Associates, Inc., the general partner of
- -------------------------------                                the above named entities
        J. Brooks O'Hara


                                      II-10


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on September 24, 2003, in the City of
Houston, State of Texas.

                                    BOB HOWARD AUTOMOTIVE-EAST, INC.
                                    BOB HOWARD AUTOMOTIVE-H, INC.
                                    BOB HOWARD CHEVROLET, INC.
                                    BOB HOWARD DODGE, INC.
                                    BOB HOWARD MOTORS, INC.
                                    BOB HOWARD NISSAN, INC.
                                    HOWARD-DC, INC.
                                    HOWARD-DCII, INC.
                                    HOWARD-FLM, INC.
                                    HOWARD FORD, INC.
                                    HOWARD-GM, INC.
                                    HOWARD-GM II, INC.
                                    HOWARD-GMIII, INC.
                                    HOWARD-H, INC.
                                    HOWARD-HA, INC.
                                    HOWARD PONTIAC-GMC, INC.
                                    HOWARD-SB, INC.
                                    HOWARD-SI, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                             
  /s/ HAROLD J. STEINKE, III                                          President
- -------------------------------                              (Principal Executive Officer)
     Harold J. Steinke, III

     /s/ SCOTT L. THOMPSON                                    Vice President and Director
- -------------------------------                 (Principal Financial and Principal Accounting Officer)
       Scott L. Thompson

     /s/ J. BROOKS O'HARA
- -------------------------------                                        Director
        J. Brooks O'Hara


                                      II-11



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                             BOHN-DC, LLC

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                       
  /s/ DONALD B. BOHN, JR.                 President (Principal Executive Officer) of Bohn Holdings-DC, Inc.,
- --------------------------------                       the sole member of the above named entity
      Donald B. Bohn, Jr.

  /s/ SCOTT L. THOMPSON                     Vice President and Director (Principal Financial and Principal
- --------------------------------                    Accounting Officer) of Bohn Holdings-DC, Inc.,
       Scott L. Thompson                               the sole member of the above named entity

  /s/ J. BROOKS O'HARA                          Director of Bohn Holdings-DC, Inc., the sole member of
- --------------------------------                                the above named entity
        J. Brooks O'Hara


                                      II-12



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

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

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                         
   /s/ DONALD B. BOHN, JR.                    President (Principal Executive Officer) of Bohn Holdings-F,
- --------------------------------                   Inc., the sole member of the above named entities
      Donald B. Bohn, Jr.

   /s/ SCOTT L. THOMPSON                    Vice President and Director (Principal Financial and Principal
- --------------------------------                     Accounting Officer) of Bohn Holdings-F, Inc.,
       Scott L. Thompson
                                                      the sole member of the above named entities

   /s/ J. BROOKS O'HARA                           Director of Bohn Holdings-F, Inc., the sole member
- --------------------------------                              of the above named entities
        J. Brooks O'Hara


                                      II-13


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                      BOHN HOLDINGS-DC, INC.
                                      BOHN HOLDINGS-F, INC.
                                      BOHN HOLDINGS-GM, INC.
                                      BOHN HOLDINGS-S, INC.
                                      HARVEY-T, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                             
    /s/ DONALD B. BOHN, JR.                                            President
- -------------------------------                              (Principal Executive Officer)
      Donald B. Bohn, Jr.

    /s/ SCOTT L. THOMPSON                                     Vice President and Director
- -------------------------------                 (Principal Financial and Principal Accounting Officer)
       Scott L. Thompson

    /s/ J. BROOKS O'HARA                                               Director
- -------------------------------
        J. Brooks O'Hara


                                      II-14



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                        CASA CHEVROLET INC.
                                        CASA CHRYSLER PLYMOUTH JEEP INC.
                                        SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                             
    /s/ JOSEPH. J. WAGNER                                              President
- -------------------------------                              (Principal Executive Officer)
        Joseph J. Wagner

    /s/ SCOTT L. THOMPSON                                     Vice President and Director
- -------------------------------                 (Principal Financial and Principal Accounting Officer)
       Scott L. Thompson

    /s/ J. BROOKS O'HARA                                               Director
- -------------------------------
        J. Brooks O'Hara


                                      II-15


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

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

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                      
    /s/ SCOTT L. THOMPSON                President and Director (Principal Executive, Principal Financial and
- --------------------------------              Principal Accounting Officer) of Group 1 FL Holdings, Inc.,
       Scott L. Thompson                               the sole member of the above named entities

    /s/ J. BROOKS O'HARA                       Director of Group 1 FL Holdings, Inc., the sole member of
- --------------------------------                               the above named entities
        J. Brooks O'Hara


                                      II-16



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                         DANVERS-DC, INC.
                                         DANVERS-DCII, INC.
                                         DANVERS-DCIII, INC.
                                         DANVERS-GM, INC.
                                         DANVERS-N, INC.
                                         DANVERS-NII, INC.
                                         DANVERS-S, INC.
                                         DANVERS-SU, INC.
                                         DANVERS-T, INC.
                                         DANVERS-TII, INC.
                                         DANVERS-TL, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                             
    /s/ DAVID S. ROSENBERG                                             President
- -------------------------------                              (Principal Executive Officer)
       David S. Rosenberg

    /s/ SCOTT L. THOMPSON                                     Vice President and Director
- -------------------------------                 (Principal Financial and Principal Accounting Officer)
       Scott L. Thompson

    /s/ J. BROOKS O'HARA                                               Director
- -------------------------------
        J. Brooks O'Hara


                                      II-17


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                        DELAWARE ACQUISITION-DC, L.L.C.

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

                                        By:    /s/ MATHEW J. BAER
                                               ---------------------------------
                                        Name:  Mathew J. Baer
                                        Title: President and Secretary

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



            SIGNATURE                                                CAPACITY
            ---------                                                --------
                                         
    /s/ MATHEW J. BAER                        President, Secretary and Director (Principal Executive
- --------------------------------            Officer) of Group 1 LP Interests-DC, Inc., the sole member
         Mathew J. Baer                                      of the above named entity

    /s/ MATTHEW MCGOVERN                       Vice President and Director (Principal Financial and
- --------------------------------             Principal Accounting Officer) of Group 1 LP Interests-DC, Inc.,
        Matthew McGovern                               the sole member of the above named entity

   /s/ PAMELA JASINSKI                      Director of Group 1 LP Interests-DC, Inc., the sole member
- --------------------------------                             of the above named entity
         Pamela Jasinski


                                      II-18


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            DELAWARE ACQUISITION-F, L.L.C.

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

                                            By:    /s/ MATHEW J. BAER
                                                   -----------------------------
                                            Name:  Mathew J. Baer
                                            Title: President and Secretary

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                CAPACITY
           ---------                                                --------
                                      
    /s/ MATHEW J. BAER                       President, Secretary and Director (Principal Executive
- ------------------------------            Officer) of Group 1 LP Interests-F, Inc., the sole member of
        Mathew J. Baer                                        the above named entity

    /s/ MATTHEW MCGOVERN                 Vice President and Director (Principal Financial and Principal
- ------------------------------                Accounting Officer) of Group 1 LP Interests-F, Inc.,
       Matthew McGovern                             the sole member of the above named entity


    /s/ PAMELA JASINSKI                   Director of Group 1 LP Interests-F, Inc., the sole member of
- ------------------------------                                the above named entity
        Pamela Jasinski


                                      II-19



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                          DELAWARE ACQUISITION-GM, L.L.C.

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

                                          By:    /s/ MATHEW J. BAER
                                                 -------------------------------
                                          Name:  Mathew J. Baer
                                          Title: President and Secretary

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                 CAPACITY
           ---------                                                 --------
                                       
     /s/ MATHEW J. BAER                       President, Secretary and Director (Principal Executive
- ---------------------------------          Officer) of Group 1 LP Interests-GM, Inc., the sole member of
         Mathew J. Baer                                      the above named entity


    /s/ MATTHEW MCGOVERN                   Vice President and Director (Principal Financial and Principal
- ---------------------------------              Accounting Officer) of Group 1 LP Interests-GM, Inc.,
        Matthew McGovern                             the sole member of the above named entity


    /s/ PAMELA JASINSKI                    Director of Group 1 LP Interests-GM, Inc., the sole member of
- ---------------------------------                             the above named entity
        Pamela Jasinski


                                      II-20



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            DELAWARE ACQUISITION-N, L.L.C.

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

                                            By:    /s/ MATHEW J. BAER
                                                   -----------------------------
                                            Name:  Mathew J. Baer
                                            Title: President and Secretary

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                 CAPACITY
           ---------                                                 --------
                                       
     /s/ MATHEW J. BAER                      President, Secretary and Director (Principal Executive
- ---------------------------------         Officer) of Group 1 LP Interests-N, Inc., the sole member of
         Mathew J. Baer                                      the above named entity


    /s/ MATTHEW MCGOVERN                      Vice President and Director (Principal Financial and
- ---------------------------------           Principal Accounting Officer) of Group 1 LP Interests-N, Inc.,
        Matthew McGovern                           the sole member of the above named entity


    /s/ PAMELA JASINSKI                   Director of Group 1 LP Interests-N, Inc., the sole member of
- ---------------------------------                            the above named entity
        Pamela Jasinski


                                      II-21



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            DELAWARE ACQUISITION-T, L.L.C.

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



          SIGNATURE                                                 CAPACITY
          ---------                                                 --------
                                       
     /s/ MATHEW J. BAER                         President, Secretary and Director (Principal Executive
- ---------------------------------            Officer) of Group 1 LP Interests-T, Inc., the sole member of
         Mathew J. Baer                                         the above named entity


    /s/ MATTHEW MCGOVERN                         Vice President and Director (Principal Financial and
- ---------------------------------              Principal Accounting Officer) of Group 1 LP Interests-T, Inc.,
        Matthew McGovern                              the sole member of the above named entity


    /s/ PAMELA JASINSKI                      Director of Group 1 LP Interests-T, Inc., the sole member of
- ---------------------------------                               the above named entity
        Pamela Jasinski


                                      II-22


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            FMM, INC.
                                            MILLBRO, INC.
                                            MILLER AUTOMOTIVE GROUP, INC.
                                            MILLER FAMILY COMPANY, INC.
                                            MILLER IMPORTS, INC.
                                            MILLER INFINITI INC.
                                            MILLER MOTORS VAN NUYS, INC.
                                            MILLER NISSAN, INC.
                                            MILLER-NII, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                 CAPACITY
           ---------                                                 --------
                                            
 /s/    DAVID L. HUTTON                                              President
- -------------------------------
        David L. Hutton                                     (Principal Executive Officer)

 /s/   SCOTT L. THOMPSON                                   Vice President and Director
- -------------------------------
       Scott L. Thompson                       (Principal Financial and Principal Accounting Officer)

 /s/    J. BROOKS O'HARA                                              Director
- -------------------------------
       J. Brooks O'Hara


                                      II-23

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            GPI ATLANTA-F, INC.
                                            GPI ATLANTA-FLM, INC.
                                            GPI ATLANTA-FLM II, INC.
                                            GPI ATLANTA-T, INC.
                                            JIM TIDWELL FORD, INC.
                                            PERIMETER FORD, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                             
 /s/   DANIEL R. JOHNSON
- -------------------------------                                        President
       Daniel R. Johnson                                     (Principal Executive Officer)

 /s/   SCOTT L. THOMPSON
- -------------------------------                               Vice President and Director
       Scott L. Thompson                        (Principal Financial and Principal Accounting Officer)

 /s/    J. BROOKS O'HARA
- -------------------------------                                        Director
        J. Brooks O'Hara


                                      II-24


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            GROUP 1 ASSOCIATES, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                             
 /s/  B.B. HOLLINGSWORTH, JR.
- -------------------------------                                        President
    B.B. Hollingsworth, Jr.                                  (Principal Executive Officer)

 /s/   SCOTT L. THOMPSON
- -------------------------------                               Vice President and Director
       Scott L. Thompson                        (Principal Financial and Principal Accounting Officer)

 /s/   J. BROOKS O'HARA
- -------------------------------                                        Director
        J. Brooks O'Hara


                                      II-25



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

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

                                            By:    SCOTT L. THOMPSON
                                                   -------------------------
                                            Name:  Scott L. Thompson
                                            Title: President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                                 
       SCOTT L. THOMPSON                                        President and Director
- ------------------------------------                (Principal Executive, Principal Financial and
       Scott L. Thompson                                     Principal Accounting Officer)


       J. BROOKS O'HARA                                               Director
- ------------------------------------
       J. Brooks O'Hara


                                      II-26



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

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

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

                                          By:    /s/ B.B. HOLLINGSWORTH, JR.
                                                 -------------------------------
                                          Name:  B.B. Hollingsworth, Jr.
                                          Title: Chairman, President and
                                                 Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



          SIGNATURE                                                   CAPACITY
          ---------                                                   --------
                                      
   B.B. HOLLINGSWORTH, JR                   Chairman, President and Chief Executive Officer (Principal
- --------------------------------         Executive Officer) of Group 1 Automotive, Inc., the sole member of
   B.B. Hollingsworth, Jr.                                   the above named entities


      SCOTT L. THOMPSON                  Executive Vice President, Chief Financial Officer and Treasurer
- --------------------------------            (Principal Financial and Principal Accounting Officer) of
      Scott L. Thompson                            Group 1 Automotive, Inc., the sole member of
                                                            the above named entities


        JOHN L. ADAMS                           Director of Group 1 Automotive, Inc., the sole member of
- --------------------------------                              the above named entities
        John L. Adams


     ROBERT E. HOWARD II                        Director of Group 1 Automotive, Inc., the sole member of
- --------------------------------                               the above named entities
     Robert E. Howard II


                                      II-27





          SIGNATURE                                                   CAPACITY
          ---------                                                   --------
                                           

  /s/ LOUIS E. LATAIF                         Director of Group 1 Automotive, Inc., the sole member of
- -------------------------------                               the above named entities
       Louis E. Lataif

  /s/ STEPHEN D. QUINN                        Director of Group 1 Automotive, Inc., the sole member of
- -------------------------------                               the above named entities
       Stephen D. Quinn

  /s/ MAX P. WATSON, JR.                      Director of Group 1 Automotive, Inc., the sole member of
- -------------------------------                               the above named entities
      Max P. Watson, Jr.

                                              Director of Group 1 Automotive, Inc., the sole member of
- -------------------------------                               the above named entities
       Kevin H. Whalen


                                      II-28



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

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

                                            By:    /s/ MATHEW J. BAER
                                                   -----------------------------
                                            Name:  Mathew J. Baer
                                            Title: President and Secretary

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



          SIGNATURE                                                  CAPACITY
          ---------                                                  --------
                                           
     /s/ MATHEW J. BAER                                 President, Secretary and Director
- ------------------------------                            (Principal Executive Officer)
        Mathew J. Baer

     /s/ MATTHEW MCGOVERN                                  Vice President and Director
- ------------------------------                (Principal Financial and Principal Accounting Officer)
       Matthew McGovern

     /s/ PAMELA JASINSKI                                             Director
- ------------------------------
        Pamela Jasinski


                                      II-29



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            HARVEY GM, LLC

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                       
    /s/ DONALD B. BOHN, JR.               President (Principal Executive Officer) of Bohn Holdings-GM, Inc.,
- --------------------------------                       the sole member of the above named entity
      Donald B. Bohn, Jr.

    /s/ SCOTT L. THOMPSON                   Vice President and Director (Principal Financial and Principal
- --------------------------------                    Accounting Officer) of Bohn Holdings-GM, Inc.,
       Scott L. Thompson                               the sole member of the above named entity

    /s/ J. BROOKS O'HARA                        Director of Bohn Holdings-GM, Inc., the sole member of
- --------------------------------                                the above named entity
        J. Brooks O'Hara


                                      II-30



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            HARVEY OPERATIONS-T, LLC

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



          SIGNATURE                                                    CAPACITY
          ---------                                                    --------
                                           
    /s/ DONALD B. BOHN, JR.                   President (Principal Executive Officer) of Harvey-T, Inc.,
- --------------------------------                       the sole member of the above named entity
      Donald B. Bohn, Jr.

    /s/ SCOTT L. THOMPSON                        Vice President and Director (Principal Financial and
- --------------------------------                   Principal Accounting Officer) of Harvey-T, Inc.,
       Scott L. Thompson                               the sole member of the above named entity

    /s/ J. BROOKS O'HARA                              Director of Harvey-T, Inc., the sole member
- --------------------------------                               of the above named entity
        J. Brooks O'Hara


                                      II-31



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            HARVEY-SM, LLC

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                         
    /s/ DONALD B. BOHN, JR.                   President (Principal Executive Officer) of Bohn Holdings-S,
- --------------------------------                    Inc., the sole member of the above named entity
      Donald B. Bohn, Jr.

    /s/ SCOTT L. THOMPSON                   Vice President and Director (Principal Financial and Principal
- --------------------------------                     Accounting Officer) of Bohn Holdings-S, Inc.,
       Scott L. Thompson                               the sole member of the above named entity

    /s/ J. BROOKS O'HARA                          Director of Bohn Holdings-S, Inc., the sole member
- --------------------------------                               of the above named entity
        J. Brooks O'Hara


                                      II-32



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            HIGHLAND AUTOPLEX, INC.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                             
   /s/ THOMAS N. MAXWELL, JR.                                          President
- -------------------------------                              (Principal Executive Officer)
     Thomas N. Maxwell, Jr.

    /s/ SCOTT L. THOMPSON                                     Vice President and Director
- -------------------------------                 (Principal Financial and Principal Accounting Officer)
       Scott L. Thompson

    /s/ J. BROOKS O'HARA                                               Director
- -------------------------------
        J. Brooks O'Hara


                                      II-33



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            IRA AUTOMOTIVE GROUP, LLC

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

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                         
       DAVID S. ROSENBERG                     President (Principal Executive Officer) of Danvers-T, Inc.,
- -----------------------------------                   the sole member of the above named entity
       David S. Rosenberg


       SCOTT L. THOMPSON                     Vice President and Director (Principal Financial and Principal
- -----------------------------------             Accounting Officer) of Danvers-T, Inc., the sole member
       Scott L. Thompson                                     of the above named entity

        J. BROOKS O'HARA                            Director of Danvers-T, Inc., the sole member
- -----------------------------------                           of the above named entity
        J. Brooks O'Hara


                                      II-34



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                            LUBY CHEVROLET CO.

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

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                             
       RICHARD FLEISCHMAN                                             President
- -------------------------------------                        (Principal Executive Officer)
       Richard Fleischman

       SCOTT L. THOMPSON                                    Vice President and Director
- -------------------------------------             (Principal Financial and Principal Accounting Officer)
       Scott L. Thompson

        J. BROOKS O'HARA                                                Director
- -------------------------------------
        J. Brooks O'Hara


                                      II-35



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 24, 2003, in
the City of Houston, State of Texas.

                                        MIKE SMITH AUTOMOTIVE-H, INC.
                                        MIKE SMITH AUTOMOTIVE-N, INC.
                                        MIKE SMITH AUTOPLAZA, INC.
                                        MIKE SMITH AUTOPLEX BUICK, INC.
                                        MIKE SMITH AUTOPLEX DODGE, INC.
                                        MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.
                                        MIKE SMITH AUTOPLEX, INC.
                                        MIKE SMITH AUTOPLEX-V, INC.
                                        MIKE SMITH GM, INC.
                                        MIKE SMITH IMPORTS, INC.
                                        MIKE SMITH MOTORS, INC.

                                        By:    SCOTT L. THOMPSON
                                               -----------------------------
                                        Name:  Scott L. Thompson

                                        Title: Vice President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L.
Thompson, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of the, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 24, 2003.



           SIGNATURE                                                   CAPACITY
           ---------                                                   --------
                                                 
        MICHAEL G. SMITH                                               President
- ---------------------------------                            (Principal Executive Officer)
        Michael G. Smith

       SCOTT L. THOMPSON                                        Vice President and Director
- ---------------------------------                   (Principal Financial and Principal Accounting Officer)
       Scott L. Thompson

        J. BROOKS O'HARA                                                 Director
- ---------------------------------
        J. Brooks O'Hara


                                      II-36



                               INDEX TO EXHIBITS



EXHIBIT
 NUMBER                                                  DESCRIPTION
- --------                                                 -----------
                  
  3.1           --      Restated Certificate of Incorporation of the Company (Incorporated by reference to
                        Exhibit 3.1 of the Company's Registration Statement on Form S-1 Registration No.
                        333-29893).

  3.2           --      Certificate of Designation of Series A Junior Participating Preferred Stock
                        (Incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on
                        Form S-1 Registration No. 333-29893).

  3.3           --      Bylaws of the Company (Incorporated by reference to Exhibit 3.3 of the Company's
                        Registration Statement on Form S-1 Registration No. 333-29893).

  4.1           --      Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of the
                        Company's Registration Statement on Form S-1 Registration No. 333-29893).

  4.2           --      Form of Subordinated Indenture (Incorporated by reference to Exhibit 4.5 of the
                        Company's Registration Statement on Form S-3 Registration No. 333-69693).

  4.3           --      Form of Subordinated Debt Securities (included in Exhibit 4.2).

  4.4           --      First Supplemental Indenture dated as of March 5, 1999 among Group 1 Automotive, Inc.,
                        the Subsidiary Guarantors named therein and IBJ Whitehall Bank & Trust Company
                        (Incorporated by reference to Exhibit 4.1 of the Company's Current Report of Form 8-K
                        dated March 5, 1999).

  4.5           --      Form of 10 7/8% Senior Subordinated Note due March 1, 2009 (included in Exhibit 4.4).

  4.6           --      Subordinated Indenture dated as of August 13, 2003 among Group 1 Automotive, Inc.,
                        the Subsidiary Guarantors named therein and Wells Fargo Bank, N.A., as Trustee.*

  4.7           --      First Supplemental Indenture dated as of August 13, 2003 among Group 1 Automotive,
                        Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, N.A., as Trustee.*

  4.8           --      Exchange and Registration Rights Agreement dated as of August 13, 2003 between
                        Group 1 Automotive, Inc. and Goldman, Sachs & Co., J.P. Morgan Securities Inc., and
                        Banc One Capital Markets, Inc.*

  4.9           --      Form of 144A Global Note representing $149,650,000 Principal Amount of 8.25% Senior
                        Subordinated Notes due August 15, 2013.*

  4.10          --      Form of Regulation S Global Note representing $350,000 Principal Amount of 8.25% Senior
                        Subordinated Notes due August 15, 2013.*

  5.1           --      Opinion of Vinson & Elkins L.L.P.*

  5.2           --      Opinion of Jeffer, Mangels, Butler & Marmaro LLP.*

  5.3           --      Opinion of Scoggins & Goodman, P.C.*

  5.4           --      Opinion of Sutin, Thayer & Browne, A Professional Corporation.*

  5.5           --      Opinion of Calvert Law Firm.*

 10.1           --      Employment Agreement between the Company and B.B. Hollingsworth, Jr. effective March 1,
                        2002 (Incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form
                        10-K for the year ended December 31, 2001).

 10.2           --      Employment Agreement between the Company and Robert E. Howard II dated November 3, 1997
                        (Incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1997).

 10.3           --      Employment Agreement between the Company and John T. Turner dated November 3, 1997
                        (Incorporated by reference to Exhibit 10.5 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1997).

 10.4           --      Employment Agreement between the Company and Scott L. Thompson dated November 3, 1997
                        (Incorporated by reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1997).

 10.5           --      1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.7 of the Company's
                        Registration Statement on Form S-1 Registration No. 333-29893).

 10.6           --      First Amendment to 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8
                        of the Company's Registration Statement on Form S-1 Registration No. 333-29893).

 10.7           --      Lease Agreement between Howard Pontiac GMC and Robert E. Howard II (Incorporated






EXHIBIT
 NUMBER                                                  DESCRIPTION
- --------                                                 -----------
                  
                        by reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
                        Registration No. 333-29893).

 10.8           --      Lease Agreement between Bob Howard Motors and Robert E. Howard II (Incorporated by
                        reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
                        Registration No. 333-29893).

 10.9           --      Lease Agreement between Bob Howard Chevrolet and Robert E. Howard II (Incorporated by
                        reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
                        Registration No. 333-29893).

 10.10          --      Lease Agreement between Bob Howard Automotive-H and North Broadway Real Estate
                        (Incorporated by reference to Exhibit 10.9 of the Company's Registration Statement on
                        Form S-1 Registration No. 333-29893).

 10.11          --      Rights Agreement between Group 1 Automotive, Inc. and ChaseMellon Shareholder Services,
                        L.L.C., as rights agent dated October 3, 1997 (Incorporated by reference to Exhibit
                        10.10 of the Company's Registration Statement on Form S-1 Registration No. 333-29893).

 10.12          --      1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 of the
                        Company's Registration Statement on Form S-1 Registration No. 333-29893).

 10.13          --      Form of Agreement between Toyota Motor Sales, U.S.A., and Group 1 Automotive, Inc.
                        (Incorporated by reference to Exhibit 10.12 of the Company's Registration Statement on
                        Form S-1 Registration No. 333-29893).

 10.14          --      Form of Supplemental Agreement to General Motors Corporation Dealer Sales and Service
                        Agreement (Incorporated by reference to Exhibit 10.13 of the Company's Registration
                        Statement on Form S-1 Registration No. 333-29893).

 10.15          --      Supplemental Terms and Conditions between Ford Motor Company and Group 1 Automotive,
                        Inc. dated September 4, 1997 (Incorporated by reference to Exhibit 10.16 of the
                        Company's Registration Statement on Form S-1 Registration No. 333-29893).

 10.16          --      Toyota Dealer Agreement between Gulf States Toyota, Inc. and Southwest Toyota, Inc.
                        dated April 5, 1993 (Incorporated by reference to Exhibit 10.17 of the Company's
                        Registration Statement on Form S-1 Registration No. 333-29893).

 10.17          --      Lexus Dealer Agreement between Toyota Motor Sales, U.S.A., Inc. and SMC Luxury Cars,
                        Inc. dated August 21, 1995 (Incorporated by reference to Exhibit 10.18 of the Company's
                        Registration Statement on Form S-1 Registration No. 333-29893).

 10.18          --      Form of General Motors Corporation U.S.A. Sales and Service Agreement (Incorporated by
                        reference to Exhibit 10.25 of the Company's Registration Statement on Form S-1
                        Registration No. 333-29893).

 10.19          --      Stock Pledge Agreement dated December 19, 1997 (Incorporated by reference to Exhibit
                        10.54 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997).

 10.20          --      First Amendment to Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan
                        (Incorporated by reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1998).

 10.21          --      Employment Agreement between the Company and John S. Bishop dated October 7, 1998
                        (Incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 1998).

 10.22          --      Form of Ford Motor Company Sales and Service Agreement (Incorporated by reference to
                        Exhibit 10.38 of the Company's Annual Report on Form 10-K for the year ended December
                        31, 1998).

 10.23          --      Form of Chrysler Corporation Sales and Service Agreement (Incorporated by reference to
                        Exhibit 10.39 of the Company's Annual Report on Form 10-K for the year ended December
                        31, 1998).

 10.24          --      Second Amendment to the 1996 Stock Incentive Plan (Incorporated by reference to Exhibit
                        10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended






EXHIBIT
 NUMBER                                                  DESCRIPTION
- --------                                                 -----------
                  
                        March 31, 1999).

 10.25          --      Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated
                        (Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on
                        Form S-8 Registration No. 333-83260).

 10.26          --      Second Amendment to Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan
                        (Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on
                        Form S-8 Registration No. 333-75754).

 10.27          --      Third Amendment to Group 1 Automotive, Inc. 1996 Stock Incentive Plan (Incorporated by
                        reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8
                        Registration No. 333-75784).

 10.28          --      ISDA Master Agreement (Incorporated by reference to Exhibit 10.33 of the Company's
                        Annual Report on Form 10-K for the year ended December 31, 2001).

 10.29          --      Interest Rate Swap Confirmation, dated as of October 19, 2001 (Incorporated by
                        reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K for the year
                        ended December 31, 2001).

 10.30          --      Split Dollar Life Insurance Agreement between Group 1 Automotive, Inc., and Leslie
                        Hollingsworth and Leigh Hollingsworth, as Trustees of the Hollingsworth 2000 Children's
                        Trust, dated as of January 23, 2002 (Incorporated by reference to Exhibit 10.36 of the
                        Company's Annual Report on Form 10-K for the year ended December 31, 2002).

 10.31          --      Lease Agreement between Bob Howard Automotive-East, Inc. and REHCO East, L.L.C.
                        (Incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 2002).

 10.32          --      Lease Agreement between Howard-H, Inc. and REHCO, L.L.C. (Incorporated by reference to
                        Exhibit 10.38 of the Company's Annual Report on Form 10-K for the year ended December
                        31, 2002)

 10.33          --      Lease Agreement between Howard Pontiac-GMC, Inc. and North Broadway Real Estate Limited
                        Liability Company (Incorporated by reference to Exhibit 10.39 of the Company's Annual
                        Report on Form 10-K for the year ended December 31, 2002).

 10.34          --      Employment Agreement between the Company and Kevin H. Whalen dated November 3, 2002
                        (Incorporated by reference to Exhibit 10.40 of the Company's Annual Report on Form 10-K
                        for the year ended December 31, 2002).

 10.35          --      Fifth Amended and Restated Revolving Credit Agreement dated June 2, 2003 (Incorporated
                        by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the
                        quarterly period ended June 30, 2003).

 10.36          --      Form of Ford Motor Credit Company Automotive Wholesale Plan Application for Wholesale
                        Financing and Security Agreement (Incorporated by reference to Exhibit 10.2 of the
                        Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003).

 10.37          --      First Amendment to Fifth Amended and Restated Revolving Credit Agreement dated
                        July 25, 2003.*

 12.1           --      Computation of Ratios of Earnings to Fixed Charges.*

 21.1           --      Group 1 Automotive, Inc. Subsidiary List.*

 23.1           --      Consent of Ernst & Young LLP.*

 23.2           --      Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).*

 23.3           --      Consent of Jeffer, Mangels, Butler & Marmaro LLP (included in Exhibit 5.2).*

 23.4           --      Consent of Scoggins & Goodman, P.C. (included in Exhibit 5.3).*

 23.5           --      Consent of Sutin, Thayer & Browne, A Professional Corporation (included in Exhibit
                        5.4).*

 23.6           --      Consent of Calvert Law Firm (included in Exhibit 5.5).*

 24.1           --      Power of Attorney (included in the signature pages of this Registration Statement).*

 25.1           --      Statement of Eligibility on Form T-1 of Wells Fargo Bank, N.A.*


- --------------------
*        Filed herewith

EX-4.6

                                                                     EXHIBIT 4.6

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

                            GROUP 1 AUTOMOTIVE, INC.,
                                    AS ISSUER

                                       AND

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,
                            AS SUBSIDIARY GUARANTORS

                                       TO

                             WELLS FARGO BANK, N.A.,
                                   AS TRUSTEE

                                   ----------

                             SUBORDINATED INDENTURE

                           DATED AS OF AUGUST 13, 2003

                                   ----------

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


                                TABLE OF CONTENTS



                                                                                                                              PAGE
                                                                                                                              ----
                                                                                                                           
PARTIES.....................................................................................................................    1
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS.......................................................................    1

                                                           ARTICLE ONE
                                     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions...................................................................................................    1
   Act......................................................................................................................    2
   Affiliate................................................................................................................    2
   Authenticating Agent.....................................................................................................    2
   Board of Directors.......................................................................................................    2
   Board Resolution.........................................................................................................    2
   Business Day.............................................................................................................    2
   Capital Stock............................................................................................................    2
   Commission...............................................................................................................    2
   Company..................................................................................................................    3
   Company Request..........................................................................................................    3
   Company Order............................................................................................................    3
   Corporate Trust Office...................................................................................................    3
   corporation..............................................................................................................    3
   Covenant Defeasance......................................................................................................    3
   Defaulted Interest.......................................................................................................    3
   Defeasance...............................................................................................................    3
   Depositary...............................................................................................................    3
   Event of Default.........................................................................................................    3
   Exchange Act.............................................................................................................    3
   Expiration Date..........................................................................................................    3
   Global Security..........................................................................................................    3
   Holder...................................................................................................................    3
   Indenture................................................................................................................    3
   interest.................................................................................................................    4
   Interest Payment Date....................................................................................................    4
   Investment Company Act...................................................................................................    4
   Maturity.................................................................................................................    4
   Notice of Default........................................................................................................    4
   Officers' Certificate....................................................................................................    4
   Opinion of Counsel.......................................................................................................    4
   Original Issue Discount Security.........................................................................................    4
   Outstanding..............................................................................................................    4
   Paying Agent.............................................................................................................    5
   Person...................................................................................................................    5
   Place of Payment.........................................................................................................    5
   Predecessor Security.....................................................................................................    5






                                                                                                                            
   Redemption Date..........................................................................................................    6
   Redemption Price.........................................................................................................    6
   Regular Record Date......................................................................................................    6
   Securities...............................................................................................................    6
   Securities Act...........................................................................................................    6
   Security Register........................................................................................................    6
   Security Registrar.......................................................................................................    6
   Senior Debt..............................................................................................................    6
   Significant Subsidiary...................................................................................................    6
   Special Record Date......................................................................................................    6
   Stated Maturity..........................................................................................................    6
   Subsidiary...............................................................................................................    6
   Subsidiary Guarantees....................................................................................................    6
   Subsidiary Guarantors....................................................................................................    6
   Trust Indenture Act......................................................................................................    7
   Trustee..................................................................................................................    7
   U.S. Government Obligation...............................................................................................    7
   Vice President...........................................................................................................    7
   Voting Stock.............................................................................................................    7
   Wholly Owned Subsidiary..................................................................................................    7

SECTION 102.  Compliance Certificates and Opinions..........................................................................    7
SECTION 103.  Form of Documents Delivered to Trustee........................................................................    8
SECTION 104.  Acts of Holders; Record Dates.................................................................................    8
SECTION 105.  Notices, Etc., to Trustee and Company.........................................................................   10
SECTION 106.  Notice to Holders; Waiver.....................................................................................   11
SECTION 107.  Conflict with Trust Indenture Act.............................................................................   11
SECTION 108.  Effect of Headings and Table of Contents......................................................................   11
SECTION 109.  Successors and Assigns........................................................................................   11
SECTION 110.  Separability Clause...........................................................................................   12
SECTION 111.  Benefits of Indenture.........................................................................................   12
SECTION 112.  Governing Law.................................................................................................   12
SECTION 113.  Legal Holidays................................................................................................   12

                                                            ARTICLE TWO
                                                           SECURITY FORMS

SECTION 201.  Forms Generally...............................................................................................   12
SECTION 202.  Form of Face of Security......................................................................................   13
SECTION 203.  Form of Reverse of Security...................................................................................   14
SECTION 204.  Form of Subsidiary Guarantee..................................................................................   18
SECTION 205.  Form of Legend for Global Securities..........................................................................   21
SECTION 206.  Form of Trustee's Certificate of Authentication...............................................................   21


                                       ii





                                                                                                                            

                                                          ARTICLE THREE
                                                          THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series..........................................................................   22
SECTION 302.  Denominations.................................................................................................   25
SECTION 303.  Execution, Authentication, Delivery and Dating................................................................   25
SECTION 304.  Temporary Securities..........................................................................................   26
SECTION 305.  Registration, Registration of Transfer and Exchange...........................................................   27
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..............................................................   28
SECTION 307.  Payment of Interest; Interest Rights Preserved................................................................   29
SECTION 308.  Persons Deemed Owners.........................................................................................   30
SECTION 309.  Cancellation..................................................................................................   31
SECTION 310.  Computation of Interest.......................................................................................   31

                                                           ARTICLE FOUR
                                                    SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.......................................................................   31
SECTION 402.  Application of Trust Money....................................................................................   32

                                                           ARTICLE FIVE
                                                             REMEDIES

SECTION 501.  Events of Default.............................................................................................   32
SECTION 502.  Acceleration of Maturity; Rescission and Annulment............................................................   34
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...............................................   35
SECTION 504.  Trustee May File Proofs of Claim..............................................................................   36
SECTION 505.  Trustee May Enforce Claims Without Possession of Securities...................................................   36
SECTION 506.  Application of Money Collected................................................................................   37
SECTION 507.  Limitation on Suits...........................................................................................   37
SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.....................................   38
SECTION 509.  Restoration of Rights and Remedies............................................................................   38
SECTION 510.  Rights and Remedies Cumulative................................................................................   38
SECTION 511.  Delay or Omission Not Waiver..................................................................................   38
SECTION 512.  Control by Holders............................................................................................   38
SECTION 513.  Waiver of Past Defaults.......................................................................................   39
SECTION 514.  Undertaking for Costs.........................................................................................   39
SECTION 515.  Waiver of Usury, Stay or Extension Laws.......................................................................   39

                                                            ARTICLE SIX
                                                            THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities...........................................................................   40
SECTION 602.  Notice of Defaults............................................................................................   40
SECTION 603.  Certain Rights of Trustee.....................................................................................   40
SECTION 604.  Not Responsible for Recitals or Issuance of Securities........................................................   41


                                      iii





                                                                                                                            
SECTION 605.  May Hold Securities...........................................................................................   41
SECTION 606.  Money Held in Trust...........................................................................................   41
SECTION 607.  Compensation and Reimbursement................................................................................   42
SECTION 608.  Conflicting Interests.........................................................................................   42
SECTION 609.  Corporate Trustee Required; Eligibility.......................................................................   42
SECTION 610.  Resignation and Removal; Appointment of Successor.............................................................   42
SECTION 611.  Acceptance of Appointment by Successor........................................................................   44
SECTION 612.  Merger, Conversion, Consolidation or Succession to Business...................................................   45
SECTION 613.  Preferential Collection of Claims Against Company and Subsidiary Guarantors...................................   45
SECTION 614.  Appointment of Authenticating Agent...........................................................................   45

                                                           ARTICLE SEVEN
                                         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.....................................................   47
SECTION 702.  Preservation of Information; Communications to Holders........................................................   47
SECTION 703.  Reports by Trustee............................................................................................   48
SECTION 704.  Reports by Company and Subsidiary Guarantors..................................................................   48

                                                          ARTICLE EIGHT
                                       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms..........................................................   48
SECTION 802.  Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms............................................   49
SECTION 803.  Successor Substituted.........................................................................................   50

                                                           ARTICLE NINE
                                                     SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders............................................................   50
SECTION 902.  Supplemental Indentures With Consent of Holders...............................................................   51
SECTION 903.  Execution of Supplemental Indentures..........................................................................   53
SECTION 904.  Effect of Supplemental Indentures.............................................................................   53
SECTION 905.  Conformity with Trust Indenture Act...........................................................................   53
SECTION 906.  Reference in Securities to Supplemental Indentures............................................................   53

                                                           ARTICLE TEN
                                                            COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest....................................................................   53
SECTION 1002. Maintenance of Office or Agency...............................................................................   54
SECTION 1003. Money for Securities Payments to Be Held in Trust.............................................................   54
SECTION 1004. Statement by Officers as to Default...........................................................................   55
SECTION 1005. Existence.....................................................................................................   55
SECTION 1006. Maintenance of Properties.....................................................................................   56
SECTION 1007. Payment of Taxes and Other Claims.............................................................................   56
SECTION 1008. Maintenance of Insurance......................................................................................   56


                                       iv





                                                                                                                            
SECTION 1009. Waiver of Certain Covenants...................................................................................   56

                                                          ARTICLE ELEVEN
                                                     REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article......................................................................................   57
SECTION 1102. Election to Redeem; Notice to Trustee.........................................................................   57
SECTION 1103. Selection by Trustee of Securities to Be Redeemed.............................................................   57
SECTION 1104. Notice of Redemption..........................................................................................   58
SECTION 1105. Deposit of Redemption Price...................................................................................   59
SECTION 1106. Securities Payable on Redemption Date.........................................................................   59
SECTION 1107. Securities Redeemed in Part...................................................................................   59

                                                          ARTICLE TWELVE
                                                   SUBORDINATION OF SECURITIES

SECTION 1201. Applicability of Article......................................................................................   59
SECTION 1202. Securities Subordinate to Senior Debt.........................................................................   60
SECTION 1203. Payment Over of Proceeds Upon Dissolution, Etc................................................................   60
SECTION 1204. No Payment When Senior Debt of the Company in Default.........................................................   61
SECTION 1205. Payment Permitted If No Default...............................................................................   62
SECTION 1206. Subrogation to Rights of Holders of Senior Debt of the Company................................................   62
SECTION 1207. Provisions Solely to Define Relative Rights...................................................................   63
SECTION 1208. Trustee to Effectuate Subordination...........................................................................   63
SECTION 1209. No Waiver of Subordination Provisions.........................................................................   63
SECTION 1210. Notice to Trustee.............................................................................................   64
SECTION 1211. Reliance on Judicial Order or Certificate of Liquidating Agent................................................   64
SECTION 1212. Trustee Not Fiduciary for Holders of Senior Debt of the Company...............................................   65
SECTION 1213. Rights of Trustee as Holder of Senior Debt of the Company; Preservation of Trustee's Rights...................   65
SECTION 1214. Article Applicable to Paying Agents...........................................................................   65
SECTION 1215. Defeasance of this Article Twelve.............................................................................   65

                                                         ARTICLE THIRTEEN
                                                      SUBSIDIARY GUARANTEES

SECTION 1301. Applicability of Article......................................................................................   66
SECTION 1302. Subsidiary Guarantees.........................................................................................   66
SECTION 1303. Execution and Delivery of Subsidiary Guarantees...............................................................   68
SECTION 1304. Release of Subsidiary Guarantors..............................................................................   68
SECTION 1305. Additional Subsidiary Guarantors..............................................................................   69

                                                         ARTICLE FOURTEEN
                                              SUBORDINATION OF SUBSIDIARY GUARANTEES

SECTION 1401. Applicability of Article......................................................................................   69
SECTION 1402. Subsidiary Guarantees Subordinate to Senior Debt of Subordinate Guarantors....................................   69


                                       v





                                                                                                                           
SECTION 1403. Payment Over of Proceeds Upon Dissolution, Etc................................................................   69
SECTION 1404. No Payment When Senior Debt of such Subsidiary Guarantor in Default...........................................   71
SECTION 1405. Payment Permitted If No Default...............................................................................   71
SECTION 1406. Subrogation to Rights of Holders of Senior Debt of such Subsidiary Guarantor..................................   72
SECTION 1407. Provisions Solely to Define Relative Rights...................................................................   72
SECTION 1408. Trustee to Effectuate Subordination...........................................................................   73
SECTION 1409. No Waiver of Subordination Provisions.........................................................................   73
SECTION 1410. Notice to Trustee.............................................................................................   73
SECTION 1411. Reliance on Judicial Order or Certificate of Liquidating Agent................................................   74
SECTION 1412. Trustee Not Fiduciary for Holders of Senior Debt of such Subsidiary Guarantor.................................   74
SECTION 1413. Rights of Trustee as Holder of Senior Debt of such Subsidiary Guarantor; Preservation of Trustee's Rights.....   74
SECTION 1414. Article Applicable to Paying Agents...........................................................................   75
SECTION 1415. Defeasance of this Article Fourteen...........................................................................   75

                                                         ARTICLE FIFTEEN
                                                DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Company's Option to Effect Defeasance or Covenant Defeasance..................................................   75
SECTION 1502. Defeasance and Discharge......................................................................................   75
SECTION 1503. Covenant Defeasance...........................................................................................   76
SECTION 1504. Conditions to Defeasance or Covenant Defeasance...............................................................   76
SECTION 1505. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.................   78
SECTION 1506. Reinstatement.................................................................................................   79

                                                         ARTICLE SIXTEEN
                                                          SINKING FUNDS

SECTION 1601. Applicability of Article......................................................................................   79
SECTION 1602. Satisfaction of Sinking Fund Payments with Securities.........................................................   80
SECTION 1603. Redemption of Securities for Sinking Fund.....................................................................   80


SIGNATURES..................................................................................................................   80
SCHEDULE I..................................................................................................................  I-1


                                       vi



                            GROUP 1 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
- ---------------                                                                                         -----------------
                                                                                                     
Section 310(a)(1)..................................................................................       609
      (a)(2).......................................................................................       609
      (a)(3).......................................................................................       Not Applicable
      (a)(4).......................................................................................       Not Applicable
      (b)..........................................................................................       608
                                                                                                          610
Section 311(a).....................................................................................       613
      (b)..........................................................................................       613
Section 312(a)                                                                                            701
                                                                                                          702
      (b)..........................................................................................       702
      (c)..........................................................................................       702
Section 313(a).....................................................................................       703
      (b)..........................................................................................       703
      (c)..........................................................................................       703
      (d)..........................................................................................       703
Section 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
Section 315(a).....................................................................................       601
      (b)..........................................................................................       602
      (c)..........................................................................................       601
      (d)..........................................................................................       601
      (e)..........................................................................................       514
Section 316(a).....................................................................................       101
      (a)(1)(A)....................................................................................       502
                                                                                                          512
      (a)(1)(B)....................................................................................       513
      (a)(2).......................................................................................       Not Applicable
      (b)..........................................................................................       508
      (c)..........................................................................................       104


                                      vii





TRUST INDENTURE
  ACT SECTION                                                                                           INDENTURE SECTION
- ---------------                                                                                         -----------------
                                                                                                     
Section 317(a)(1)..................................................................................       503
      (a)(2).......................................................................................       504
      (b)..........................................................................................       1003
Section 318(a).....................................................................................       107


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

                                      viii


         INDENTURE, dated as of August 13, 2003, among Group 1 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 950 Echo
Lane, Houston, Texas, each of the Subsidiary Guarantors (as hereinafter defined)
and Wells Fargo Bank, N.A., a national association duly organized and existing
under the laws of the United States, as Trustee (herein called the "Trustee").

             RECITALS OF THE COMPANY AND THE SUBSIDIARY 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.

         The Company and the Subsidiary Guarantors are members of the same
consolidated group of companies. The Subsidiary Guarantors will derive direct
and indirect economic benefit from the issuance of the Securities. Accordingly,
each Subsidiary Guarantor has duly authorized the execution and delivery of this
Indenture to provide for its full, unconditional and joint and several guarantee
of the Securities to the extent provided in or pursuant this Indenture.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         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 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 or unless the context otherwise requires:

                  (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, and,

                                       1



         except as otherwise herein expressly provided, the term "generally
         accepted accounting principles" with respect to any computation
         required or permitted hereunder shall mean such accounting principles
         as are generally accepted at the date of this instrument;

                  (4)      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

                  (5)      the words "herein", "hereof", "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" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with 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; provided that direct or indirect beneficial ownership of 10% or more
of the Voting Stock of a Person shall be deemed to control.

         "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 Subsidiary Guarantor,
either the board of directors of such Subsidiary 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 Subsidiary
Guarantor, a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or such Subsidiary 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.

         "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person.

         "Commission" means the Securities and Exchange Commission, 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 Trust Indenture Act, then the body
performing such duties at such time.

                                       2



         "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 of Directors, its
Vice Chairman of the Board of Directors, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
505 Main Street, Fort Worth, Texas 76102 at which at any particular time its
corporate trust business shall be administered.

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

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

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

         "Defeasance" has the meaning specified in Section 1502.

         "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.

         "Expiration Date" has the meaning specified in Section 104.

         "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).

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

         "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 hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

                                       3



         "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.

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

         "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 of Directors, a Vice Chairman of the Board of Directors, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company or a Subsidiary Guarantor, as the case
may be, and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company.

         "Opinion of Counsel" means, as to the Company or a Subsidiary
Guarantor, a written opinion of counsel, who may be counsel for the Company or
such Subsidiary Guarantor, as the case may be, and who shall be acceptable 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 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) in trust or set aside and
         segregated in trust by the Company (if the Company 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
         satisfactory to the Trustee has been made;

                  (3)      Securities as to which Defeasance has been effected
         pursuant to Section 1502; and

                                       4



                  (4)      Securities which have been paid pursuant to Section
         306 or 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 proof satisfactory to it 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 Subsidiary Guarantor or any other obligor upon the
         Securities or any Affiliate of the Company, any Subsidiary 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 Subsidiary
         Guarantor or any other obligor upon the Securities or any Affiliate of
         the Company, a Subsidiary Guarantor or of such other obligor.

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

         "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.

                                       5



         "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.

         "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.

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

         "Senior Debt" with respect to any series of Securities shall have the
meaning specified as contemplated by Section 301.

         "Significant Subsidiary" means, at any date of determination, any
Subsidiary that represents 10% or more of the Company's total assets at the end
of the most recent fiscal quarter for which financial information is available
or 10% or more of the Company's consolidated net revenues or consolidated
operating income for the most recent four quarters for which financial
information is available.

         "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 date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "Subsidiary" of any Person means (1) a corporation more than 50% of the
combined voting power of the outstanding Voting Stock of which is owned,
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 (2) any
other Person (other than a corporation) in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has at least a majority ownership
and power to direct the policies, management and affairs thereof.

         "Subsidiary Guarantees" means the guarantees of each Subsidiary
Guarantor as provided in Article Thirteen.

         "Subsidiary 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

                                       6



Subsidiary Guarantor in accordance with Section 1305 hereof, in each case (i),
(ii) and (iii) until such Subsidiary Guarantor ceases to be such in accordance
with Section 1304 hereof.

         "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.

         "U.S. Government Obligation" has the meaning specified in Section 1504.

         "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 such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason 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 Subsidiary
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company or
a Subsidiary Guarantor, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture.

         Every certificate or opinion 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 opinion has read such covenant or condition and the
         definitions herein relating thereto;

                                       7



                  (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, he has made such examination or investigation as is
         necessary to enable him 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, 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 or opinion of an officer of the Company or a Subsidiary
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, 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 or such Subsidiary Guarantor stating that the information with respect
to such factual matters is in the possession of the Company or such Subsidiary
Guarantor, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

         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.

         Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Securities of any or
all series may take action (including the making of any demand or request, the
giving of any direction, notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by Holders in Person or
by agent or proxy appointed in writing, (b) by the record of the Holders voting
in favor thereof at any meeting of Holders duly called and held in accordance
with procedures approved by the Trustee, (c) by a combination of such instrument
or instruments and any such record of such a meeting of Holders or (d) in the
case of Securities evidenced by a Global Security, by any electronic
transmission or other message, whether or not in written format, that complies
with the Depositary's applicable

                                       8



procedures. Such evidence (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the relevant Holders.
Proof of execution of any such instrument or of a writing appointing any such
agent or proxy shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.

         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 that the Trustee deems sufficient.

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

         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 and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice

                                       9



of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv)
any direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

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
         Subsidiary Guarantor shall be sufficient for every purpose hereunder if
         made, given, furnished or filed in writing in the English language to
         or with the Trustee at its Corporate Trust Office, Attention: with a
         copy to Wells Fargo Bank, N.A., 45 Broadway, 12th Floor, New York, NY
         10002, Attention: Corporate Trust MAC T5415-030 or

                                       10



                  (2)      the Company or any Subsidiary Guarantor by the
         Trustee or by any Holder shall be sufficient for every purpose
         hereunder (unless otherwise herein expressly provided) if in writing in
         the English language and mailed, first-class postage prepaid, in the
         case of the Company 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 and, in the case of any Subsidiary Guarantor, to it at the
         address of the Company's principal office specified in the first
         paragraph of this instrument, Attention: Chief Financial Officer, or at
         any other address previously furnished in writing to the Trustee by
         such Subsidiary 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, 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. 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 which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which 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
Subsidiary Guarantor shall bind its successors and assigns, whether so expressed
or not.

                                       11



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 enforce ability of the remaining pro visions 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, the holders of Senior Debt 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.

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.

                                  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

                                       12



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.

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

                            Group 1 Automotive, Inc.
                            ________________________

No. __________                                                        $ ________

         Group 1 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 _____________________________ 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

                                       13



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:

                                                  Group 1 Automotive, Inc.

                                                  By ___________________________
Attest:

______________________

SECTION 203. Form of Reverse of Security.

         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 August 13, 2003 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), among the Company, the Subsidiary Guarantors named therein

                                       14



and Wells Fargo Bank, N.A., 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 Subsidiary
Guarantors, the Trustee, the holders of Senior Debt 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,



                                    Redemption                                                Redemption
Year                                  Price                     Year                            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,

                                       15




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


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 Debt 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.

                                       16



         [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 Subsidiary
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.

         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

                                       17



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.

SECTION 204. Form of Subsidiary Guarantee.

                              SUBSIDIARY GUARANTEE

         For value received, each of the Subsidiary Guarantors named (or deemed
herein to be named) below hereby jointly and severally fully and unconditionally
guarantees to the Holder of the Security upon which this Subsidiary Guarantee is
endorsed, and to the Trustee on behalf of such Holder, the due and punctual
payment of the principal of (and premium, if any) and interest

                                       18



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, according to the terms thereof and of the Indenture referred to
therein and to cover all the rights of the Trustee under Section 607. In case of
the failure of the Company punctually to make any such payment, each of the
Subsidiary Guarantors 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.

         Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be absolute and unconditional, irrespective
of, and shall be unaffected by, the validity, regularity or enforceability of
such Security or the Indenture, the absence of any action to enforce the same or
any release, amendment, waiver or indulgence granted to the Company or any other
guarantor, or any consent to departure from any requirement of any other
guarantee of all or of any of the Securities of this 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 Subsidiary Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or alter the Stated Maturity
thereof. Each of the Subsidiary Guarantors hereby waives the benefits of
diligence, presentment, demand of 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
except by complete performance of the obligations contained in such Security and
in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default with respect to
Securities of this series, 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 this series, to collect interest on the Securities
of this series, or to enforce or exercise any other right or remedy with respect
to the Securities of this series, such Subsidiary 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.

         The indebtedness of each Subsidiary Guarantor evidenced by this
Subsidiary Guarantee is, to the extent provided in the Indenture, subordinate in
right of payment to the prior payment in full of all Senior Debt of such
Subsidiary Guarantor, and the Subsidiary Guarantee of each Subsidiary Guarantor
is issued subject to the provisions of the Indenture with respect thereto.

         No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Security upon which this Subsidiary Guarantee is endorsed.

                                       19



         Each Subsidiary Guarantor shall be subrogated to all rights of the
Holder of this Security against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Security pursuant to the provisions
of its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not 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 this Security and all other Securities of
this series issued under the Indenture shall have been paid in full.

         This 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 this series
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Securities of this
series, 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 of this series 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.

         The Subsidiary Guarantors or any particular Subsidiary Guarantor shall
be released from this Subsidiary Guarantee upon the terms and subject to certain
conditions provided in the Indenture.

         By delivery to the Trustee of a supplement to the Indenture referred to
in the Security upon which this Subsidiary Guarantee is endorsed in accordance
with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor
after the date of first issuance of the Securities of this series will be deemed
to have executed and delivered this Subsidiary Guarantee for the benefit of the
Holder of the Security upon which this Subsidiary Guarantee is endorsed with the
same effect as if such Subsidiary Guarantor was named below and has executed and
delivered this Subsidiary Guarantee.

         All terms used in this Subsidiary Guarantee which are defined in the
Indenture shall have the meanings assigned to them in such Indenture.

         This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Security upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

         Reference is made to the Indenture for further provisions with respect
to this Subsidiary Guarantee.

         This Subsidiary Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                       20



         IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Subsidiary Guarantee to be duly executed.

                                        [Insert Names of Subsidiary 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 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.

                                        Wells Fargo Bank, N.A.
                                             As Trustee

                                        By _____________________________
                                                Authorized Officer

                                       21



                                  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 Subsidiary 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/or, if applicable, those
         contained in Article Fourteen with respect to the Subsidiary
         Guarantees, and the definitions of Senior Debt and Designated Senior
         Debt 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;

                                       22



                  (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 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);

                                       23



                  (17)     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;

                  (18)     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;

                  (19)     any addition to or change in the Events of Default
         which applies to any Securities of the series and any change in the
         right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 502;

                  (20)     any addition to or change in the covenants set forth
         in Article Ten which applies to Securities of the series;

                  (21)     whether the Securities of the series will be
         convertible into Capital Stock (or cash in lieu thereof) and, if so,
         the terms and conditions upon which such conversion will be effected;
         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 Debt
of the Company as provided in Article Twelve. Each Subsidiary Guarantee shall be
subordinated in right of payment to Senior Debt of the applicable Subsidiary
Guarantor as provided in Article Fourteen.

                                       24



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 of Directors, its Vice Chairman of the Board of Directors,
its President or one of its Vice Presidents. If its corporate seal is reproduced
thereon, then it shall be attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

         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 Subsidiary 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 Subsidiary
         Guarantors, enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization,

                                       25



         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. 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 309, 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
deliver, 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 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

                                       26


and of like tenor and aggregate principal amount and, if applicable, having
endorsed thereon Subsidiary Guarantees executed by the Subsidiary 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 it 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.

         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 Subsidiary 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
Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon
and the Trustee shall authenticate and deliver, 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
Subsidiary 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 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 for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any
transfer.

                                       27



         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 (A) 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 (B) 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 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, and
         in either case the Company fails to appoint a successor Depositary
         within 90 days, (B) there shall have occurred and be continuing an
         Event of Default with respect to such Global Security and the
         Depositary shall have notified the Trustee of its decision to exchange
         such Global Security for Securities in certificated form 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 any mutilated Security is surrendered to the Trustee, the Company
shall execute, if applicable the Subsidiary Guarantors shall execute the
Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same

                                       28



series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity 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 or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute, if applicable the Subsidiary Guarantors
shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         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 new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax 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 new 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
Subsidiary 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:

                                       29



                  (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).

                  (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. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Subsidiary Guarantors, the Trustee and any agent of the
Company, the Subsidiary 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 Subsidiary
Guarantor, the Trustee nor any agent of the Company, any Subsidiary Guarantor,
or the Trustee shall be affected by notice to the contrary.

                                       30



SECTION 309. 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 be disposed of as
directed by a Company Order.

SECTION 310. 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 cease to be of further effect
(except as to any surviving rights of conversion, registration of transfer or
exchange of Securities herein expressly provided for) with respect to the
Securities of any series, 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 of such series theretofore
                  authenticated and delivered (other than (i) Securities of such
                  series which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 306 and (ii)
                  Securities of such series 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 of such series not
                  theretofore delivered to the Trustee for cancellation

                                    (i)      have become due and payable, or

                                       31



                                    (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 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 Subsidiary Guarantor, in
                  the case of (i), (ii) or (iii) above, has deposited or caused
                  to be deposited with the Trustee as trust funds in trust for
                  the purpose money 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 Subsidiary Guarantor has paid or
         caused to be paid all other sums payable hereunder by the Company and
         the Subsidiary Guarantors; and

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

         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

                                       32



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; or

                  (2)      default in the payment of the principal of or any
         premium on any Security of that series at its Maturity; or

                  (3)      default in the deposit of any sinking fund payment,
         when and as due by the terms of a Security of that series; or

                  (4)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach 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, to the Company by the Trustee or 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; or

                  (5)      a default under the terms of any instrument
         evidencing or securing any Debt of the Company or any Subsidiary having
         an outstanding principal amount of $10 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 of the occurrence of such acceleration) or
         constitutes the failure to pay all or any portion of the principal
         amount of such Debt when due; or

                  (6)      the rendering of a final judgment or judgments (not
         subject to appeal) against the Company or any Subsidiary in an amount
         in excess of $10 million which remains undischarged or unstayed for a
         period of 60 days after the date on which the right to appeal has
         expired;

                  (7)      the entry by a court having jurisdiction in the
         premises of (A) a decree or order for relief in respect of the Company,
         any Significant Subsidiary or any group of Subsidiaries that together
         would constitute a Significant Subsidiary 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, any Significant Subsidiary or any group of
         Subsidiaries that together would constitute a Significant Subsidiary a
         bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company, any Significant Subsidiary or any group of
         Subsidiaries that together would constitute a Significant Subsidiary
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar

                                       33



         official of the Company, any Significant Subsidiary or any group of
         Subsidiaries that together would constitute a Significant Subsidiary or
         of any substantial part of its or their property, or ordering the
         winding up or liquidation of its or 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)      the commencement by the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary 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
         a bankrupt or insolvent, or the consent by it or them to the entry of a
         decree or order for relief in respect of the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary 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 or them, or the filing by it
         or them of a petition or answer or consent seeking reorganization or
         relief under any applicable Federal or State law, or the consent by it
         or them 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, any
         Significant Subsidiary or any group of Subsidiaries that together would
         constitute a Significant Subsidiary or of any substantial part of its
         or their property, or the making by it or them of an assignment for the
         benefit of creditors, or the admission by it or them in writing of its
         or their inability to pay its or their debts generally as they become
         due, or the taking of corporate action by the Company, any Significant
         Subsidiary or any group of Subsidiaries that together would constitute
         a Significant Subsidiary in furtherance of any such action; or

                  (9)      in the event the Subsidiary Guarantors have issued
         Subsidiary Guarantees with respect to the Securities of such series,
         the Subsidiary Guarantee of any Subsidiary 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 this
         Indenture) or any Subsidiary Guarantor or any Person acting on behalf
         of any Subsidiary Guarantor denies or disaffirms such Subsidiary
         Guarantor's obligations under its Subsidiary Guarantee (other than by
         reason of a release of such Subsidiary Guarantor from its Subsidiary
         Guarantee in accordance with the terms of this Indenture); 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 declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion

                                       34



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 amount (or specified amount) shall 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, the
principal amount of 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 automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and 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 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 Subsidiary
         Guarantor has paid or deposited with the Trustee a sum sufficient to
         pay

                           (A)      all overdue interest on all Securities of
                  that series,

                           (B)      the principal of (and premium, if any, on)
                  any 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,

                           (C)      to the extent that payment of such interest
                  is lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

                           (D)      all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

         and

                  (2)      all Events of Default with respect to Securities of
         that series, other than the non-payment of the principal of Securities
         of that series which has 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 covenants that if

                  (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

                                       35



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

the Company 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 any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue 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 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 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.

SECTION 504. Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company, any
Subsidiary Guarantor or any other obligor upon the Securities, or the property
or creditors of the Company, any Subsidiary Guarantor or any other obligor upon
the Securities, the Trustee shall be entitled and empowered, by intervention in
such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or 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; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors' or other similar committee.

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

                                       36



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 shall be
applied 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; and

                  SECOND: Subject to Article Twelve and Article Fourteen, 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 any kind, according to the amounts due and
         payable on such Securities for principal and any premium and interest,
         respectively.

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 60 days after its receipt of such
         notice, request and offer 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 60-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 to affect, disturb

                                       37



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, 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.

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 Subsidiary 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 a majority in 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

                                       38



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, and

                  (2)      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), or

                  (2)      in respect of a covenant or provision hereof which
         under Article Nine cannot be modified or amended without the consent of
         the Holder of each Outstanding Security of such series affected.

         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.

         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, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, however, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company
or any Subsidiary Guarantor.

SECTION 515. Waiver of Usury, Stay or Extension Laws.

         Each of the Company and the Subsidiary 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 may affect the covenants or the performance of this Indenture;
and each of the Company and the Subsidiary 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,

                                       39



but will suffer and permit the execution of every such power as though no such
law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, 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. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 603. Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                  (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)      whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                                       40



                  (4)      the Trustee may consult with counsel and the written
         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;

                  (5)      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;

                  (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, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books, records and premises of the Company, personally or
         by agent or attorney; and

                  (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.

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 Subsidiary 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. 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 Subsidiary Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company and
any Subsidiary Guarantor 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.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any

                                       41



money received by it hereunder except as otherwise agreed with the Company or
any Subsidiary Guarantor, as the case may be.

SECTION 607. Compensation and Reimbursement.

         The Company and each Subsidiary Guarantor jointly and severally agree

                  (1)      to pay to the Trustee from time to time reasonable
         compensation 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);

                  (2)      except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3)      to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

SECTION 608. Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

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 pursuant to the Trust Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

                                       42



         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.

         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. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

         If at any time:

                  (1)      the Trustee shall fail to comply with Section 608
         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

                  (2)      the Trustee shall cease to be eligible under Section
         609 and shall fail to resign after written request therefor by the
         Company or by any such Holder, or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) 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.

         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 one year after such resignation, removal
or incapability, or the occurrence of such vacancy, 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, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent

                                       43



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, any Holder who has been a bona fide Holder of a
Security of such series 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.

         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 to all Holders
of Securities of such series in the manner provided in Section 106. 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.

SECTION 611. Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, the Subsidiary 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; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Subsidiary Guarantors, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall 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, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each 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 with respect to the Securities of that or those series
to which the appointment of

                                       44



such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

         Upon request of any such successor Trustee, the Company and the
Subsidiary Guarantors shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the
case may be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

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 the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company and Subsidiary
             Guarantors.

         If and when the Trustee shall be or become a creditor of the Company,
any Subsidiary 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 Subsidiary 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

                                       45



such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 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.

         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:

                                       46



         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                         Wells Fargo Bank, N.A.,
                                               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 with
respect to the Securities of each series:

                  (1)      not more than 10 days after each record date with
         respect to the payment of interest, if any, a list, in such form as the
         Trustee may reasonably require, of the names and addresses of the
         Holders of Securities of such series as of such record date, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

                                       47



         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company, the Subsidiary
Guarantors nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.

SECTION 703. Reports by Trustee.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         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
Subsidiary Guarantors. The Company will notify the Trustee when any Securities
are listed on any stock exchange.

SECTION 704. Reports by Company and Subsidiary Guarantors.

         The Company and each of the Subsidiary Guarantors shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge into any other Person or permit any
other Person to consolidate with or merge into the Company or, directly or
indirectly, transfer, convey, sell, lease or otherwise dispose of all or
substantially all of its assets, unless:

                  (1)      in a transaction in which the Company does not
         survive or in which the Company transfers, conveys, sells, leases or
         otherwise disposes of all or substantially all of its assets, the
         successor entity (for purposes of this Article Eight, a "Successor
         Company") shall be a corporation, partnership, trust or other entity
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia, and shall
         expressly assume, by an indenture supplemental hereto, executed

                                       48



         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of and any premium and
         interest on all the Securities and the performance or observance of
         every covenant of this Indenture on the part of the Company to be
         performed or observed;

                  (2)      immediately before and after giving pro forma effect
         to such transaction and treating any indebtedness which becomes an
         obligation of the Company or any Subsidiary as a result of such
         transaction as having been incurred by the Company or such Subsidiary
         at the time of such 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 happened and be continuing;

                  (3)      if, as a result of any such consolidation or merger
         or such transfer, conveyance, sale, lease or other disposition,
         properties or assets of the Company would become subject to a mortgage,
         pledge, lien, security interest or other encumbrance which would not be
         permitted by this Indenture, the Company or the successor company, as
         the case may be, shall take such steps as shall be necessary
         effectively to secure the Securities equally and ratably with (or prior
         to) all indebtedness secured thereby;

                  (4)      any other conditions provided pursuant to Section 301
         with respect to the Securities of a series are satisfied; and

                  (5)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, transfer, conveyance, sale, lease or other
         disposition and, if a supplemental indenture is required in connection
         with such transaction, such supplemental indenture comply with this
         Article and that all conditions precedent herein provided for relating
         to such transaction have been complied with.

SECTION 802. Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms.

         Except in a transaction resulting in the release of a Subsidiary
Guarantor in accordance with the terms of this Indenture, each Subsidiary
Guarantor shall not, and the Company shall not permit any Subsidiary Guarantor
to, in a single or a series of related transactions, consolidate or merge with
or into any Person (other than the Company or another Subsidiary Guarantor) or
permit any Person (other than another Subsidiary Guarantor) to consolidate or
merge with or into such Subsidiary Guarantor or, directly or indirectly,
transfer, convey, sell, lease or otherwise dispose of all or substantially all
of its assets unless, in each case:

                  (1)      in a transaction in which such Subsidiary Guarantor
         does not survive or in which all or substantially all of the assets of
         such Subsidiary Guarantor are transferred, conveyed, sold, leased or
         otherwise disposed of, the successor entity (the "Successor Subsidiary
         Guarantor") shall be a corporation, partnership, trust or other entity
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia, and shall
         expressly assume by an indenture supplemental hereto executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of all obligations of such Subsidiary Guarantor
         under its Subsidiary

                                       49



         Guarantee and this Indenture and the performance of every covenant of
         this Indenture on the part of such Subsidiary Guarantor to be performed
         or observed; and

                  (2)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, transfer, conveyance, sale, lease or other
         disposition and, if a supplemental indenture is required in connection
         with such transaction, such supplemental indenture, comply with this
         Article and that all conditions precedent herein provided for relating
         to such transaction have been complied with.

SECTION 803. Successor Substituted.

         (a)      Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 801, the Successor Company shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

         (b)      Upon any consolidation of a Subsidiary Guarantor with, or
merger of such Subsidiary Guarantor into, any other Person or any transfer,
conveyance, sale, lease or other disposition of all or substantially all of the
assets of such Subsidiary Guarantor in accordance with Section 802, the
Successor Subsidiary Guarantor shall succeed to, and be substituted for, and may
exercise every right and power of, such Subsidiary Guarantor under this
Indenture with the same effect as if such successor Person had been named as a
Subsidiary Guarantor herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and its Subsidiary Guarantee.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Subsidiary 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, 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 Subsidiary Guarantor and the assumption by any such
         successor of the covenants of the Company or any Subsidiary 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

                                       50



         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

                  (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

                  (10)     to make any other provisions with respect to matters
         or questions arising under this Indenture, provided that such action
         pursuant to clause (9) above shall not adversely affect the interests
         of the Holders of Securities of any series in any material respect; or

                  (11)     to add new Subsidiary Guarantors.

SECTION 902. Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board
Resolution, the Subsidiary Guarantors, when authorized by their

                                       50


respective Board Resolutions and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture 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), or modify the
         provisions of this Indenture with respect to the subordination of the
         Securities or the Subsidiary Guarantees in a manner adverse to the
         Holders, or

                  (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 (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture,

                  (3)      modify any of the provisions of this Section, Section
         513 or Section 1009, except to increase any such percentage 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 and Section 1009, or the deletion of this
         proviso, in accordance with the requirements of Sections 611 and
         901(8); or

                  (4)      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.

                                       52



         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 permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture 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 and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

                                       53



SECTION 1002. Maintenance of Office or Agency.

         The Company will 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 Subsidiary 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 Subsidiary 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 Subsidiary Guarantor shall at any time act as its
own 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
Persons 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 for any
series of Securities, it will, prior to 11:00 A.M., New York City time, on 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 sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

         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 (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company, the Subsidiary Guarantors, if
applicable, or any other obligor upon the Securities of that series in the
making of any payment in respect of 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.

                                       54



         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 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, 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
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004. Statement by Officers as to Default.

         (a)      The Company and the Subsidiary Guarantors will deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company ending
after the date hereof, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Company or any Subsidiary Guarantor,
as the case may be, is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company
or any Subsidiary Guarantor shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

         (b)      The Company and each Subsidiary Guarantor shall deliver to the
Trustee, as soon as possible and in any event within five days after the Company
or such Subsidiary Guarantor becomes aware or should reasonably become aware of
the occurrence of an Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers'
Certificate setting forth the details of such Event of Default or default, and
the action which the Company or such Subsidiary Guarantor proposes to take with
respect thereto.

SECTION 1005. Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the existence,
rights (charter and statutory) and franchises of the Company; provided, however,
that the Company shall not be required to preserve any such right or franchise
if it shall determine that the preservation thereof is no longer

                                       55



desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 1006. Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order (reasonable 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 judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 1007. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; 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.

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 to be responsible to the
extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business
practice.

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 of Sections 1006 through 1008 or in any covenant
provided pursuant to Section 301(20), 901(2) or 901(7) for the benefit of the
Holders of such series if before the time for such compliance the Holders of at
least a majority in 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.

                                       56



                                 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 five
Business Days prior to giving notice of such redemption (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 by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, (i)
in compliance with the requirements of the principal national securities
exchange on which such Securities are listed, if such Securities are listed on
any national securities exchange, and (ii) if such Securities are not so listed,
on a pro rata basis, by lot or 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
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

                                       57



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; provided, however, notice of redemption may be given more
than 60 days prior to the Redemption Date if the notice is issued in connection
with a Defeasance pursuant to Section 1502 or a satisfaction and discharge
pursuant to Article Four.

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price, if then determinable and
         otherwise the method of its determination,

                  (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.

                                       58



SECTION 1105. Deposit of Redemption Price.

         Prior to 11:00 A.M., New York City time, on 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
Subsidiary 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

                           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.

                                       59



SECTION 1202. Securities Subordinate to Senior Debt.

         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 (subject to the provisions of
Article Four and Article Fifteen), 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 to the prior payment
in full of all Senior Debt of the Company.

         No provisions of this Article Twelve shall prevent the occurrence of
any Event of Default.

SECTION 1203. Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) 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 (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Proceeding") the holders of Senior Debt of the
Company shall be entitled to receive payment in full of all amounts due or to
become due on or in respect of all Senior Debt of the Company, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Company, before the
Holders of the Securities are entitled to receive any payment or distribution of
any kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of the Company subordinated to the payment of
the Securities, such payment or distribution being hereinafter referred to as a
"Junior Subordinated Payment"), on account of principal of (or premium, if any)
or interest on the Securities or on account of any purchase or other acquisition
of Securities by the Company or any Subsidiary of the Company (all such
payments, distributions, purchases and acquisitions, other than the payment or
distribution of stock or securities of the Company referred to in the second
succeeding paragraph, herein referred to, individually and collectively, as a
"Securities Payment"), and to that end the holders of Senior Debt of the Company
shall be entitled to receive, for application to the payment thereof, any
Securities Payment which may be payable or deliverable in respect of the
Securities in any such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Securities Payment before all Senior Debt of the Company is paid in full or
payment thereof provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Company, and if such
fact shall, at or prior to the time of such Securities Payment, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such Securities Payment shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for
application to the payment of all Senior Debt of the Company remaining unpaid,
to the extent

                                       60



necessary to pay all Senior Debt of the Company in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt of
the Company.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Debt of the Company to substantially the same extent as the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of all or substantially all of its assets to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such assets, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Eight.

SECTION 1204. No Payment When Senior Debt of the Company in Default.

         In the event that any Senior Payment Default (as defined below) shall
have occurred and be continuing, then no Securities Payment shall be made unless
and until such Senior Payment Default shall have been cured or waived or shall
have ceased to exist or all amounts then due and payable in respect of Senior
Debt of the Company shall have been paid in full, or provision shall have been
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt of the Company; 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.

                  "Senior Payment Default" means any default in the payment of
         principal of (or premium, if any) or interest on any Senior Debt of the
         Company when due, whether at the Stated Maturity of any such payment or
         by declaration of acceleration, call for redemption or otherwise.

         In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company,
the Subsidiary Guarantors and the Trustee of written notice of such Senior
Nonmonetary Default from the agent for the Designated Senior Debt which is the
subject of such Senior Nonmonetary Default, no Securities Payment shall be made
during the period (the "Payment Blockage Period") commencing on the date of such
receipt of such written notice and ending on the earlier of (i) the date on
which such Senior Nonmonetary Default shall have been cured or waived or shall
have ceased to exist or all Designated Senior Debt the subject of such Senior
Nonmonetary Default shall have been discharged; (ii) the 179th day after the
date of such receipt of such written notice; or (iii) the date on which the
Payment Blockage Period shall have been terminated by written notice to the
Company, any Subsidiary Guarantor or the Trustee from the agent for the
Designated Senior

                                       61



Debt initiating the Payment Blockage Period; 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
the date of such receipt of such written notice. No more than one Payment
Blockage Period may be commenced with respect to the Securities of a particular
series during any 360-day period and there shall be a period of at least 181
consecutive days in each 360-day period when no Payment Blockage Period is in
effect. For all purposes of this paragraph, no Senior Nonmonetary Default that
existed or was continuing on the date of commencement of any Payment Blockage
Period shall be, or be made, the basis for the commencement of a subsequent
Payment Blockage Period, whether or not within a period of 360 consecutive days,
unless such Senior Nonmonetary Default shall have been cured for a period of not
less than 90 consecutive days.

         "Senior Nonmonetary Default" means the occurrence or existence and
continuance of any event of default with respect to any Designated Senior Debt,
other than a Senior Payment Default, permitting the holders of such Designated
Senior Debt (or a trustee or agent on behalf of the holders thereof) to declare
such Designated Senior Debt due and payable prior to the date on which it would
otherwise become due and payable.

         In the event that, notwithstanding the foregoing, the Company shall
make any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such Securities Payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such Securities Payment shall
be paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 1203 would be applicable.

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 (a) 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, or (b)
the application by the Trustee of any money deposited with it hereunder to
Securities Payments or the retention of such Securities Payment by the Holders,
if, at the time of such application by the Trustee, it did not have knowledge
that such Securities Payment would have been prohibited by the provisions of
this Article.

SECTION 1206. Subrogation to Rights of Holders of Senior Debt of the Company.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Debt of the Company, or the provision for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Debt of the Company, the Holders of the Securities shall be subrogated
to the rights of the holders of such Senior Debt of the Company to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt 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

                                       62



the holders of the Senior Debt 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 Debt of the
Company by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt 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 Debt of the Company.

SECTION 1207. Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt 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 (a) impair, as among the Company, its creditors other than holders of
Senior Debt of the Company and the Holders of the Securities, the obligation of
the Company, which is absolute and unconditional (and which, subject to the
rights under this Article of the holders of Senior Debt of the Company, is
intended to rank equally with all other general obligations of the Company), 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 (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Debt of the Company; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt of the Company to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

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.

SECTION 1209. No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Debt 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.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt 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 Debt

                                       63



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 Debt of the Company, or otherwise amend or supplement in any manner
Senior Debt of the Company or any instrument evidencing the same or any
agreement under which Senior Debt of the Company is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt of the Company; (iii) release any Person liable
in any manner for the collection of Senior Debt of the Company; and (iv)
exercise or refrain from exercising any rights against the Company and any other
Person.

SECTION 1210. Notice to Trustee.

         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 Debt of the Company or from any trustee therefor;
and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of Section 601, 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 at least three Business Days
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, 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 within three Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt of the Company (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt of the
Company (or a trustee therefor). 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 Debt 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 Debt 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, subject to the provisions of Section 601, 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

                                       64



trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt 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.

SECTION 1212. Trustee Not Fiduciary for Holders of Senior Debt of the Company.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of the Company and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders
of Securities or to the Company, a Subsidiary Guarantor or to any other Person
cash, property or securities to which any holders of Senior Debt of the Company
shall be entitled by virtue of this Article or otherwise.

SECTION 1213. Rights of Trustee as Holder of Senior Debt 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 Debt of the Company
which may at any time be held by it, to the same extent as any other holder of
Senior Debt 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 1214. 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 1213 shall not apply to the Company, any Subsidiary
Guarantor or any Affiliate of the Company if it or such Subsidiary Guarantor or
Affiliate acts as Paying Agent.

SECTION 1215. Defeasance of this Article Twelve.

         The subordination of the Securities of a series provided by this
Article Twelve is expressly made subject to the provisions for Defeasance or
Covenant Defeasance in Article Fifteen hereof and, anything herein to the
contrary notwithstanding, upon the effectiveness of any such Defeasance or
Covenant Defeasance, the Securities of such series then outstanding shall
thereupon cease to be subordinated pursuant to this Article Twelve.

                                       65



                                ARTICLE THIRTEEN

                              SUBSIDIARY GUARANTEES

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 Guarantees.

         Subject to Section 1301, each Subsidiary 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 Subsidiary
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 Subsidiary
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.

         Each of the Subsidiary 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 Subsidiary Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or alter the Stated Maturity
thereof. Each of the Subsidiary 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 Subsidiary
Guarantor agrees

                                       66



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 Subsidiary 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.

         The indebtedness of each Subsidiary 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 Debt
of each Subsidiary 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 (a) agreed to and be
bound by such provisions, (b) 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 (c) appointed the Trustee his attorney-in-fact for
any and all such purposes.

         Each Subsidiary 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 Subsidiary Guarantor
on account of such Security pursuant to the provisions of its Subsidiary
Guarantee or this Indenture; provided, however, that no Subsidiary 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.

         Each Subsidiary 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 Subsidiary Guarantors to the extent permitted by applicable law;
provided, however, that no Subsidiary 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.

         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.

                                       67



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 Subsidiary 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
Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, 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 Subsidiary Guarantor
shall bind such Subsidiary 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 Subsidiary Guarantors and shall bind each
Subsidiary Guarantor notwithstanding the fact that Subsidiary Guarantee does not
bear the signature of such Subsidiary Guarantor. Each of the Subsidiary
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 Subsidiary 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 Subsidiary 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 defeased or
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 Subsidiary Guarantor ceases to be a
Subsidiary in compliance with the applicable provisions of this Indenture, (ii)
either Defeasance or Covenant Defeasance occurs with respect to such Securities
pursuant to Article Fifteen or (iii) all or substantially all of the assets of
such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary
Guarantor is sold (including by sale, 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
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and
this Article Thirteen have been complied with, such Subsidiary Guarantor shall
be released and discharged of its obligations under its

                                       68



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 Subsidiary
Guarantor from its obligations under its Subsidiary Guarantee endorsed on the
Securities of such series and under this Article Thirteen.

SECTION 1305. Additional Subsidiary Guarantors.

         Unless otherwise specified pursuant to Section 301 with respect to a
series of Securities, the Company will cause any domestic Subsidiary of the
Company that becomes a Subsidiary after the date the Securities of a series are
first issued hereunder to become a Subsidiary Guarantor as soon as practicable
after such Subsidiary becomes a Subsidiary. The Company shall cause any such
Subsidiary to become a Subsidiary Guarantor with respect to the Securities by
executing and delivering to the Trustee (a) 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
Subsidiary Guarantor and (b) 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

                     SUBORDINATION OF SUBSIDIARY GUARANTEES

SECTION 1401. 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 1402. Subsidiary Guarantees Subordinate to Senior Debt of Subordinate
              Guarantors.

         Each Subsidiary Guarantor 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 (subject to the
provisions of Article Four and Article Fifteen), the Subsidiary Guarantee of
such Subsidiary Guarantor is hereby expressly made subordinate and subject in
right of payment to the prior payment in full of all Senior Debt of such
Subsidiary Guarantor.

         No provisions of this Article Fourteen shall prevent the occurrence of
any Event of Default.

SECTION 1403. Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to

                                       69



any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b)
any liquidation, dissolution or other winding up of any Subsidiary Guarantor,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of any Subsidiary Guarantor, then and in
any such event specified in (a), (b) or (c) above (each such event, if any,
herein sometimes referred to as a "Guarantor Proceeding") the holders of Senior
Debt of such Subsidiary Guarantor shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior Debt of such
Subsidiary Guarantor, or provision shall be made for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Debt of such Subsidiary Guarantor, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character,
whether in cash, property or securities (including any payment or distribution
which may be payable or deliverable by reason of the payment of any other
indebtedness of such Subsidiary Guarantor subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
"Guarantor Junior Subordinated Payment"), on account of the Subsidiary Guarantee
of such Subsidiary Guarantor (all such payments, other than the payment or
distribution of stock or securities of a Subsidiary Guarantor referred to in the
second succeeding paragraph, herein referred to, individually and collectively,
as a "Guarantee Payment"), and to that end the holders of Senior Debt of such
Subsidiary Guarantor shall be entitled to receive, for application to the
payment thereof, any Guarantee Payment which may be payable or deliverable in
respect of such Subsidiary Guarantor's Subsidiary Guarantee in any such
Guarantor Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in
full or payment thereof provided for in cash or cash equivalents or otherwise in
a manner satisfactory to the holders of Senior Debt of such Subsidiary
Guarantor, and if such fact shall, at or prior to the time of such Guarantee
Payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such Guarantee Payment shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of such Subsidiary Guarantor for application to the payment of all Senior
Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to
pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt of
such Subsidiary Guarantor.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of a Subsidiary Guarantor provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy law
or of any other corporation provided for by such plan of reorganization or
readjustment which stock or securities are subordinated in right of payment to
all then outstanding Senior Debt of such Subsidiary Guarantor to substantially
the same extent as the Subsidiary Guarantees are so subordinated as provided in
this Article. The consolidation of a Subsidiary Guarantor with, or the merger of
a Subsidiary Guarantor into, another Person or the liquidation or dissolution of
such Subsidiary Guarantor following the conveyance or transfer of all or
substantially all of its assets to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a Guarantor

                                       70



Proceeding for the purposes of this Section if the Person formed by such
consolidation or into which such Subsidiary Guarantor is merged or the Person
which acquires by conveyance or transfer such assets, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article Eight.

SECTION 1404. No Payment When Senior Debt of such Subsidiary Guarantor in
              Default.

         In the event that any Senior Payment Default shall have occurred and be
continuing, then no Guarantee Payment shall be made unless and until such Senior
Payment Default shall have been cured or waived or shall have ceased to exist or
all amounts then due and payable in respect of the relevant Senior Debt of the
Company shall have been paid in full, or provision shall have been made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of such Senior Debt; provided, 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.

         In the event that any Senior Nonmonetary Default shall have occurred
and be continuing, then, upon the receipt by the Company, the Subsidiary
Guarantors and the Trustee of written notice of such Senior Nonmonetary Default
from any holder, or agent for the holders, of any Designated Senior Debt of the
Company, no Guarantee Payment shall be made during the applicable Payment
Blockage Period; 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 the date of such receipt of
such written notice. No more than one Payment Blockage Period may be commenced
with respect to the Subsidiary Guarantees during any 360-day period and there
shall be a period of at least 181 consecutive days in each 360-day period when
no Payment Blockage Period is in effect. For all purposes of this paragraph, no
Senior Nonmonetary Default that existed or was continuing on the date of
commencement of any Payment Blockage Period shall be, or be made, the basis for
the commencement of a subsequent Payment Blockage Period, whether or not within
a period of 360 consecutive days, unless such Senior Nonmonetary Default shall
have been cured for a period of not less than 90 consecutive days.

         In the event that, notwithstanding the foregoing, a Subsidiary
Guarantor shall make any Guarantee Payment to the Trustee or any Holder
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such Guarantee Payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such
Guarantee Payment shall be paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any Guarantee Payment
with respect to which Section 1403 would be applicable.

SECTION 1405. Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Subsidiary Guarantees shall prevent (a) a Subsidiary Guarantor, at
any time except during the

                                       71


pendency of any Guarantor Proceeding referred to in Section 1403 or under the
conditions described in Section 1404, from making Guarantee Payments, or (b) the
application by the Trustee of any money deposited with it hereunder to Guarantee
Payments or the retention of such Guarantee Payment by the Holders, if, at the
time of such application by the Trustee, it did not have knowledge that such
Guarantee Payment would have been prohibited by the provisions of this Article.

SECTION 1406. Subrogation to Rights of Holders of Senior Debt of such
              Subsidiary Guarantor.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Debt of a Subsidiary Guarantor, or the provision for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt of such Subsidiary Guarantor, the Holders of the
Securities shall be subrogated to the rights of the holders of such Senior Debt
of such Subsidiary Guarantor to receive payments and distributions of cash,
property and securities applicable to the Senior Debt of such Subsidiary
Guarantor 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 Debt of a Subsidiary Guarantor 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 Debt of a Subsidiary Guarantor by Holders of the Securities or the
Trustee, shall, as among a Subsidiary Guarantor, its creditors other than
holders of Senior Debt of such Subsidiary Guarantor and the Holders of the
Securities, be deemed to be a payment or distribution by such Subsidiary
Guarantor to or on account of the Senior Debt of such Subsidiary Guarantor.

SECTION 1407. Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt of a Subsidiary Guarantor on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Subsidiary
Guarantees is intended to or shall (a) impair, as among a Subsidiary Guarantor,
its creditors other than holders of Senior Debt of such Subsidiary Guarantor and
the Holders of the Securities, the obligation of such Subsidiary Guarantor,
which is absolute and unconditional (and which, subject to the rights under this
Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended
to rank equally with all other general obligations of such Subsidiary
Guarantor), to guarantee payment to the Holders of the Securities of 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 (b)
affect the relative rights against a Subsidiary Guarantor of the Holders of the
Securities and creditors of such Subsidiary Guarantor other than the holders of
Senior Debt of such Subsidiary Guarantor; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt of a Subsidiary Guarantor to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

                                       72



SECTION 1408. 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.

SECTION 1409. No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Debt of a
Subsidiary Guarantor 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 such Subsidiary Guarantor or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor, 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 Debt of such Subsidiary Guarantor, or
otherwise amend or supplement in any manner Senior Debt of such Subsidiary
Guarantor or any instrument evidencing the same or any agreement under which
Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt of such Subsidiary Guarantor; (iii) release any Person
liable in any manner for the collection of Senior Debt of such Subsidiary
Guarantor; and (iv) exercise or refrain from exercising any rights against such
Subsidiary Guarantor and any other Person.

SECTION 1410. Notice to Trustee.

         Each Subsidiary Guarantor shall give prompt written notice to the
Trustee of any fact known to such Subsidiary Guarantor which would prohibit the
making of any payment to or by the Trustee in respect of its Subsidiary
Guarantee. 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 Subsidiary Guarantees, unless and until the
Trustee shall have received written notice thereof from a Subsidiary Guarantor
or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, 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 at least three
Business Days 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, the Trustee shall
have full power and authority

                                       73



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 within three Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Debt of such Subsidiary Guarantor (or a trustee therefor). 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 Debt of a Subsidiary Guarantor
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 Debt of such Subsidiary
Guarantor 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 1411. Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of a Subsidiary Guarantor
referred to in this Article, the Trustee, subject to the provisions of Section
601, 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 Guarantor
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, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
of such Subsidiary Guarantor and other indebtedness of such Subsidiary
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 1412. Trustee Not Fiduciary for Holders of Senior Debt of such
              Subsidiary Guarantor.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of a Subsidiary Guarantor and shall not be liable to any
such holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company, a Subsidiary Guarantor, or to any other
Person cash, property or securities to which any holders of Senior Debt of such
Subsidiary Guarantor shall be entitled by virtue of this Article or otherwise.

SECTION 1413. Rights of Trustee as Holder of Senior Debt of such Subsidiary
              Guarantor; 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 Debt of a Subsidiary
Guarantor which may at any time be held by it, to the same extent as any other
holder of Senior Debt of such Subsidiary Guarantor, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

                                       74



         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

SECTION 1414. 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 1413 shall not apply to the Company, any Subsidiary
Guarantor or any Affiliate of the Company if it or such Subsidiary Guarantor or
Affiliate acts as Paying Agent.

SECTION 1415. Defeasance of this Article Fourteen.

         The subordination of the Subsidiary Guarantees provided by this Article
Fourteen is expressly made subject to the provisions for Defeasance or Covenant
Defeasance of a series of Securities in Article Fifteen hereof and, anything
herein to the contrary notwithstanding, upon the effectiveness of any such
Defeasance or Covenant Defeasance with respect to a series of Securities, the
Subsidiary Guarantees of the Securities of such series shall thereupon cease to
be subordinated pursuant to this Article Fourteen.

                                 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. 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 of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, each
Subsidiary Guarantor shall be deemed to have been discharged from its
obligations with respect to its Subsidiary Guarantees of such Securities, and
the provisions of Articles Twelve and Fourteen shall cease to be effective, with
respect to such Securities and Subsidiary Guarantees as provided in this Section
on and after the date the conditions set forth in Section 1504 are satisfied
(herein called "Defeasance"). For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under

                                       75



such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
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
and any premium and interest on such Securities when payments are due, (2) the
Company's and each Subsidiary Guarantor's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 1503 applied to such Securities.

SECTION 1503. Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1006 through 1008, inclusive, and any covenants provided pursuant to
Section 301(20), 901(2) or 901(7) for the benefit of the Holders of such
Securities, and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3), Sections 1006 through 1008, inclusive,
and any such covenants provided pursuant to Section 301(20), 901(2) or 901(7)),
501(5), 501(6)), 501(9) and 501(10) shall be deemed not to be or result in an
Event of Default and (3) the provisions of Articles Twelve, Thirteen and
Fourteen shall cease to be effective, in each case with respect to such
Securities and Subsidiary Guarantees as provided in this Section on and after
the date the conditions set forth in Section 1504 are satisfied (herein called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company and the Subsidiary Guarantors, as
applicable, may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 501(4)) or Article Twelve,
Thirteen or Article Fourteen, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in any
other document, but the remainder of this Indenture and such 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 which
         satisfies the requirements contemplated by Section 609 and agrees to
         comply with the provisions of this Article 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, (A) money in an amount, or
         (B) U.S. Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment,

                                       76



         money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants 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 and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America 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
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (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 which is specified in clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, 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 or interest evidenced by such
         depositary receipt.

                  (2)      In the event of an election to have Section 1502
         apply to any Securities or any series of Securities, as the case may
         be, 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 of this instrument, there has been a change in the applicable
         Federal income tax law, in either case (A) or (B) to the effect that,
         and based thereon such opinion shall confirm that, the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with respect to such Securities 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 deposit, Defeasance and discharge were not
         to occur.

                  (3)      In the event of an election to have Section 1503
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders of such Securities will not
         recognize gain or loss for Federal income tax purposes as a result of
         the deposit and Covenant Defeasance to be effected with respect to such
         Securities 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 deposit and Covenant Defeasance were not to occur.

                  (4)      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.

                                       77



                  (5)      No event which is, or after notice or lapse of time
         or both would become, an Event of Default with respect to such
         Securities or any other Securities shall have occurred and be
         continuing at the time of such deposit or, with regard to any such
         event specified in Sections 501(7) and (8), at any time on or prior to
         the 121st day after the date of such deposit (it being understood that
         this condition shall not be deemed satisfied until after such 121st
         day).

                  (6)      Such Defeasance or Covenant Defeasance shall not
         cause the Trustee to have a conflicting interest within the meaning of
         the Trust Indenture Act (assuming all Securities are in default within
         the meaning of such Act).

                  (7)      Such Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under, any
         other agreement or instrument to which the Company or any Subsidiary is
         a party or by which it is bound.

                  (8)      At the time of such deposit, (A) no default in the
         payment of any principal of or premium or interest on any Senior Debt
         of the Company or any Subsidiary Guarantor shall have occurred and be
         continuing, (B) no event of default with respect to any Senior Debt of
         the Company or any Subsidiary Guarantor shall have resulted in such
         Senior Debt becoming, and continuing to be, due and payable prior to
         the date on which it would otherwise have become due and payable
         (unless payment of such Senior Debt has been made or duly provided
         for), and (C) no other event of default with respect to any Senior Debt
         of the Company or any Subsidiary Guarantor shall have occurred and be
         continuing permitting (after notice or lapse of time or both) the
         holders of such Senior Debt (or a trustee on behalf of such holders) to
         declare such Senior Debt due and payable prior to the date on which it
         would otherwise have become due and payable.

                  (9)      The Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that such deposit shall not cause
         either the Trustee or the trust so created to be subject to the
         Investment Company Act of 1940.

                  (10)     The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance 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 and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for 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 (including the Company 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
and any premium and interest, but money so held in trust need not be segregated
from other

                                       78



funds except to the extent required by law. Money and U.S. Government
Obligations so held in trust shall not be subject to the provisions of Article
Twelve or Article Fourteen.

         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 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 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, as
the case may be, with respect to such Securities.

SECTION 1506. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1502 or 1503 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1505 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                 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.

                                       79



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 (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) 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, however, 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 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.

                                       80



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

                            ISSUER:

                            GROUP 1 AUTOMOTIVE, INC.

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

                            SUBSIDIARY GUARANTORS:

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

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

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

                                       81



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

                                       82



                            SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

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

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

                                       83



                            ROCKWALL AUTOMOTIVE-F, LTD.

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

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

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

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

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

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

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

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

                                       84



                            BOHN-DC, LLC

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

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

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

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

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

                            HARVEY GM, LLC

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

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

                            HARVEY SM, LLC

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

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

                                       85



                            HARVEY OPERATIONS-T, LLC

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

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

                            IRA AUTOMOTIVE GROUP, LLC

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

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

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

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

                            DELAWARE ACQUISITION-DC, LLC

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

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

                                       86



                            DELAWARE ACQUISITION-F, LLC

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

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

                            DELAWARE ACQUISITION-GM, LLC

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

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

                            DELAWARE ACQUISITION-N, LLC

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

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

                            DELAWARE ACQUISITION-T, LLC

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

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

                                       87



                                 TRUSTEE:

                                 WELLS FARGO BANK, N.A.,
                                   as Trustee

                                 By: /s/ Melissa Scott
                                    ______________________________
                                 Name:   Melissa Scott
                                 Title:  Vice President

                                       88



                                   SCHEDULE I

                              SUBSIDIARY GUARANTORS



         SUBSIDIARY                                      STATE OF ORGANIZATION
         ----------                                      ---------------------
                                                      
Group 1 Realty, Inc.                                           Delaware
Group 1 FL Holdings, Inc.                                      Delaware
Bob Howard Automotive-East, Inc.                               Oklahoma
Bob Howard Automotive-H, Inc.                                  Oklahoma
Bob Howard Chevrolet, Inc.                                     Oklahoma
Bob Howard Dodge, Inc.                                         Oklahoma
Bob Howard Motors, Inc.                                        Oklahoma
Bob Howard Nissan, Inc.                                        Oklahoma
Bohn Holdings-DC, Inc.                                         Delaware
Bohn Holdings-F, Inc.                                          Delaware
Bohn Holdings-GM, Inc.                                         Delaware
Bohn Holdings-S, Inc.                                          Delaware
Casa Chevrolet Inc.                                            New Mexico
Casa Chrysler Plymouth Jeep Inc.                               New Mexico
Danvers-DC, Inc.                                               Delaware
Danvers-DCII, Inc.                                             Delaware
Danvers-DCIII, Inc.                                            Delaware
Danvers-GM, Inc.                                               Delaware
Danvers-N, Inc.                                                Delaware
Danvers-NII, Inc.                                              Delaware
Danvers-S, Inc.                                                Delaware
Danvers-SU, Inc.                                               Delaware
Danvers-T, Inc.                                                Delaware
Danvers-TII, Inc.                                              Delaware
Danvers-TL, Inc.                                               Delaware
FMM, Inc.                                                      California
GPI Atlanta-F, Inc.                                            Georgia
GPI Atlanta-FLM, Inc.                                          Delaware
GPI Atlanta-FLM II, Inc.                                       Delaware
GPI Atlanta-T, Inc.                                            Delaware
Group 1 Associates, Inc.                                       Delaware
Harvey-T, Inc.                                                 Delaware
Highland Autoplex, Inc.                                        Texas
Howard Ford, Inc.                                              Delaware
Howard Pontiac-GMC, Inc.                                       Oklahoma
Howard-DC, Inc.                                                Delaware
Howard-DCII, Inc.                                              Delaware
Howard-GM, Inc.                                                Delaware
Howard-GMII, Inc.                                              Delaware
Howard-GMIII, Inc.                                             Delaware
Howard-H, Inc.                                                 Delaware
Howard-HA, Inc.                                                Delaware


                                  Schedule I-1





         SUBSIDIARY                                            STATE OF ORGANIZATION
         ----------                                            ---------------------
                                                            
Howard-FLM, Inc.                                               Delaware
Howard-SB, Inc.                                                Delaware
Howard-SI, Inc.                                                Delaware
Jim Tidwell Ford, Inc.                                         Delaware
Luby Chevrolet Co.                                             Delaware
Mike Smith Automotive-H, Inc.                                  Delaware
Mike Smith Automotive-N, Inc.                                  Texas
Mike Smith Autoplaza, Inc.                                     Texas
Mike Smith Autoplex Buick, Inc.                                Texas
Mike Smith Autoplex Dodge, Inc.                                Texas
Mike Smith Autoplex, Inc.                                      Texas
Mike Smith Autoplex-German Imports, Inc.                       Texas
Mike Smith Autoplex-V, Inc.                                    Texas
Mike Smith GM, Inc.                                            Delaware
Mike Smith Imports, Inc.                                       Texas
Mike Smith Motors, Inc.                                        Texas
Millbro, Inc.                                                  California
Miller Automotive Group, Inc.                                  California
Miller Family Company, Inc.                                    California
Miller Imports, Inc.                                           California
Miller Infiniti, Inc.                                          California
Miller Motors Van Nuys, Inc.                                   California
Miller Nissan, Inc.                                            California
Miller-NII, Inc.                                               Delaware
Perimeter Ford, Inc.                                           Delaware
Sunshine Buick Pontiac GMC Truck, Inc.                         New Mexico
Amarillo Motors-C, Ltd.                                        Texas limited partnership
Amarillo Motors-F, Ltd.                                        Texas limited partnership
Amarillo Motors-FM, Ltd.                                       Texas limited partnership
Amarillo Motors-J, Ltd.                                        Texas limited partnership
Amarillo Motors-SM, Ltd.                                       Texas limited partnership
Chaperral Dodge, Ltd.                                          Texas limited partnership
Colonial Chrysler-Plymouth, Ltd.                               Texas limited partnership
GPI, Ltd.                                                      Texas limited partnership
Kutz-DC, Ltd.                                                  Texas limited partnership
Kutz-N, Ltd.                                                   Texas limited partnership
Lubbock Motors, Ltd.                                           Texas limited partnership
Lubbock Motors-F, Ltd.                                         Texas limited partnership
Lubbock Motors-S, Ltd.                                         Texas limited partnership
Lubbock Motors-SH, Ltd.                                        Texas limited partnership
Lubbock Motors-T, Ltd.                                         Texas limited partnership
Maxwell Chrysler Dodge Jeep, Ltd.                              Texas limited partnership
Maxwell Ford, Ltd.                                             Texas limited partnership
Maxwell-G, Ltd.                                                Texas limited partnership
Maxwell-N, Ltd.                                                Texas limited partnership


                                  Schedule I-2





         SUBSIDIARY                                                 STATE OF ORGANIZATION
         ----------                                                 ---------------------
                                                            
Maxwell-NII, Ltd.                                              Texas limited partnership
Maxwell-SM, Ltd.                                               Texas limited partnership
McCall-H, Ltd.                                                 Texas limited partnership
McCall-HA, Ltd.                                                Texas limited partnership
McCall-N, Ltd.                                                 Texas limited partnership
McCall-T, Ltd.                                                 Texas limited partnership
McCall-TII, Ltd.                                               Texas limited partnership
McCall-TL, Ltd.                                                Texas limited partnership
Prestige Chrysler Northwest, Ltd.                              Texas limited partnership
Prestige Chrysler South, Ltd.                                  Texas limited partnership
Rockwall Automotive-DCD, Ltd.                                  Texas limited partnership
Rockwall Automotive-F, Ltd.                                    Texas limited partnership
Group 1 Holdings-DC, L.L.C.                                    Delaware limited liability company
Group 1 Holdings-F, L.L.C.                                     Delaware limited liability company
Group 1 Holdings-GM, L.L.C.                                    Delaware limited liability company
Group 1 Holdings-H, L.L.C.                                     Delaware limited liability company
Group 1 Holdings-N, L.L.C.                                     Delaware limited liability company
Group 1 Holdings-S, L.L.C.                                     Delaware limited liability company
Group 1 Holdings-T, L.L.C.                                     Delaware limited liability company
Courtesy Ford, LLC                                             Delaware limited liability company
Gulf Breeze Ford, LLC                                          Delaware limited liability company
Key Ford, LLC                                                  Delaware limited liability company
Koons Ford, LLC                                                Delaware limited liability company
Bohn-DC, LLC                                                   Delaware limited liability company
Bohn-FII, LLC                                                  Delaware limited liability company
Bohn-FIII, LLC                                                 Delaware limited liability company
Harvey Ford, LLC                                               Delaware limited liability company
Harvey-FLM, LLC                                                Delaware limited liability company
Harvey GM, LLC                                                 Delaware limited liability company
Harvey SM, LLC                                                 Delaware limited liability company
Harvey Operations-T, LLC                                       Delaware limited liability company
Ira Automotive Group, LLC                                      Delaware limited liability company
Group 1 LP Interests-F, Inc.                                   Delaware
Group 1 LP Interests-DC, Inc.                                  Delaware
Group 1 LP Interests-T, Inc.                                   Delaware
Group 1 LP Interests-GM, Inc.                                  Delaware
Group 1 LP Interests-H, Inc.                                   Delaware
Group 1 LP Interests-S, Inc.                                   Delaware
Group 1 LP Interests-N, Inc.                                   Delaware
Delaware Acquisition-DC, LLC                                   Delaware limited liability company
Delaware Acquisition-F, LLC                                    Delaware limited liability company
Delaware Acquisition-GM, LLC                                   Delaware limited liability company
Delaware Acquisition-N, LLC                                    Delaware limited liability company
Delaware Acquisition-T, LLC                                    Delaware limited liability company


                                  Schedule I-3

EX-4.7

                                                                     EXHIBIT 4.7

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

                            Group 1 Automotive, Inc.,
                                    as Issuer

                                       and

                     The Subsidiary Guarantors named herein,
                            as Subsidiary Guarantors

                                       to

                             Wells Fargo Bank, N.A.
                                     Trustee

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

                          FIRST SUPPLEMENTAL INDENTURE

                           Dated as of August 13, 2003

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

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



                                TABLE OF CONTENTS



                                                                                                Page
                                                                                             
ARTICLE I DEFINITIONS AND OTHER PROVISIONS  OF GENERAL APPLICATION............................    2

   SECTION 1.01   DEFINITIONS.................................................................    2

   SECTION 1.02   TO BE READ WITH ORIGINAL INDENTURE..........................................   21

ARTICLE II THE NOTES..........................................................................   21

   SECTION 2.01   DESIGNATION.................................................................   21

   SECTION 2.02   INITIAL LIMIT OF AGGREGATE PRINCIPAL AMOUNT.................................   22

   SECTION 2.03   SUBSIDIARY GUARANTEES.......................................................   22

   SECTION 2.04   SUBORDINATION...............................................................   23

   SECTION 2.05   DATE OF PAYMENT OF PRINCIPAL................................................   23

   SECTION 2.06   INTEREST....................................................................   23

   SECTION 2.07   PLACE OF PAYMENT............................................................   23

   SECTION 2.08   REDEMPTION..................................................................   23

   SECTION 2.09   DEFEASANCE..................................................................   25

   SECTION 2.10   FORM........................................................................   25

   SECTION 2.11   ADDITIONAL EVENTS OF DEFAULT................................................   25

   SECTION 2.12   ADDITIONAL COVENANTS........................................................   25

   SECTION 2.13   ISSUANCE OF ADDITIONAL NOTES................................................   26

   SECTION 2.14   SPECIAL INTEREST............................................................   26

   SECTION 2.15   DEPOSITORY; GLOBAL NOTES....................................................   26

   SECTION 2.16   CUSIP NUMBERS...............................................................   27

ARTICLE III ADDITIONAL COVENANTS APPLICABLE TO THE NOTES......................................   27

   SECTION 3.01   LIMITATION ON DEBT..........................................................   27




                                                                                              
   SECTION 3.02   LIMITATION ON RESTRICTED PAYMENTS...........................................   30

   SECTION 3.03   LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
                  SUBSIDIARIES................................................................   33

   SECTION 3.04   LIMITATION ON RANKING OF CERTAIN DEBT.......................................   35

   SECTION 3.05   LIMITATION ON LIENS SECURING PARI PASSU OR SUBORDINATED DEBT................   35

   SECTION 3.06   LIMITATION ON ASSET DISPOSITIONS............................................   36

   SECTION 3.07   [INTENTIONALLY OMITTED].....................................................   38

   SECTION 3.08   TRANSACTIONS WITH AFFILIATES................................................   38

   SECTION 3.09   CHANGE OF CONTROL...........................................................   39

   SECTION 3.10   PAYMENTS FOR CONSENT........................................................   40

   SECTION 3.11   PROVISION OF FINANCIAL INFORMATION..........................................   40

   SECTION 3.12   MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS.........................   41



                              APPENDIX AND ANNEXES

                                                                                             
RULE 144A/REGULATION S APPENDIX...............................................................    1
          EXHIBIT 1         Form of Initial Note..............................................    1
          EXHIBIT A         Form of Exchange Note or Private Exchange Note....................  A-1



                                       ii


                  THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of August 13, 2003, among Group 1 Automotive, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), each of the Subsidiary Guarantors named herein and Wells Fargo
Bank, N.A., a national banking association, as trustee (the "Trustee"), to the
Indenture, dated as of August 13, 2003, among the Company, each of the
Subsidiary Guarantors named therein and the Trustee (the "Original Indenture",
the Original Indenture, as amended and supplemented hereby, being referred to
herein as the "Indenture"),

                              W I T N E S S E T H :

                  WHEREAS, Section 901 of the Original Indenture permits the
execution of supplemental indentures without the consent of any Holder (as
defined therein) (i) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (Section 9.01(2)), (ii) to add
any additional Events of Default with respect to all or any series of Securities
(Section 9.01(3)), (iii) to add to, change or eliminate any provision of the
Original Indenture with respect to Securities of any series when there is no
Security of such series outstanding (Section 9.01(5)) and (iv) to establish the
form or terms of Securities of any series (Section 9.01(7));

                  WHEREAS, the Company has duly authorized, as a series of
Securities under the Indenture, its 8.25% Senior Subordinated Notes due August
15, 2013 (the "Notes");

                  WHEREAS, the Company and the Subsidiary Guarantors have duly
authorized the execution and delivery of this Supplemental Indenture, and
pursuant to Section 9.01 of the Original Indenture have requested that the
Trustee join in the execution and delivery of this Supplemental Indenture, in
order to establish the Notes as a series of Securities under the Original
Indenture and to provide for, among other things, the issuance of and the form
and terms of the Notes and additional covenants and Events of Default for
purposes of the Notes and the Holders thereof;

                  WHEREAS, all things necessary to make this Supplemental
Indenture a valid agreement according to its terms have been done; and

                  WHEREAS, the foregoing recitals are made as statements of fact
by the Company and the Subsidiary Guarantors and not by the Trustee;

                  NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

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

                                    ARTICLE I

                                       1


                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.01 DEFINITIONS

                  (a) Unless otherwise defined in this Supplemental Indenture,
terms used herein have the meanings ascribed to them in the Original Indenture.
For all purposes of this Supplemental Indenture and the Notes, except as
otherwise expressly provided or unless the subject matter or context otherwise
requires:

                  "Additional Notes" means 8.25% Senior Subordinated Notes due
August 15, 2013 originally issued from time to time after the Closing Date under
the terms of the Indenture (other than Exchange Notes or Private Exchange Notes
issued pursuant to an exchange offer for other Notes outstanding under the
Indenture).

                  "Affiliate" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For the purposes of this definition, "control" when
used with respect to any 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; provided that direct or
indirect beneficial ownership of 10% or more of the Voting Stock of a Person
shall be deemed to constitute control.

                  "Adjusted Treasury Rate" means with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, plus 0.50%.

                  "Asset Disposition" by any Person means any transfer,
conveyance, sale, lease or other disposition (but excluding the creation of any
Lien) by such Person or any of its Restricted Subsidiaries (including a
consolidation or merger or other sale of any such Restricted Subsidiary with,
into or to another Person in a transaction in which such Restricted Subsidiary
ceases to be a Restricted Subsidiary, but excluding a disposition by a
Restricted Subsidiary of such Person to such Person or a Wholly Owned Restricted
Subsidiary of such Person or by such Person to a Wholly Owned Restricted
Subsidiary of such Person) of:

                  (1)      shares of Capital Stock (other than directors'
                           qualifying shares) or other ownership interests of a
                           Restricted Subsidiary of such Person,

                  (2)      substantially all of the assets of such Person or any
                           of its Restricted Subsidiaries representing a
                           division or line of business or

                  (3)      other assets or rights of such Person or any of its
                           Restricted Subsidiaries outside of the ordinary
                           course of business,

                                       2


provided in each case that the aggregate consideration for such transfer,
conveyance, sale, lease or other disposition is equal to $2.5 million or more.

                  Notwithstanding the foregoing, the term "Asset Disposition"
shall not include:

                  (1)      a Restricted Payment that is made in compliance with
                           Section 3.02 hereof,

                  (2)      the designation of any Restricted Subsidiary as an
                           Unrestricted Subsidiary or the contribution to the
                           capital of any Unrestricted Subsidiary, in either
                           case in compliance with the applicable provisions of
                           the Indenture or

                  (3)      any transaction subject to and consummated in
                           compliance with Section 3.12 hereof.

                  "Average Life" means, as of any date of determination, with
respect to any Debt, the quotient obtained by dividing (1) the sum of the
products of the number of years from such date of determination to the dates of
each successive scheduled principal payments of such Debt by (2) the sum of all
such principal payments.

                  "Capital Lease Obligation" of any Person means the obligation
to pay rent or other payment amounts under a lease of (or other Debt
arrangements conveying the right to use) real or personal property of such
Person which is required to be classified and accounted for as a capital lease
or a liability on the face of a balance sheet of such Person in accordance with
generally accepted accounting principles. The stated maturity of such obligation
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty. The principal amount of such obligation
shall be the capitalized amount thereof that would appear on the face of a
balance sheet of such Person in accordance with generally accepted accounting
principles.

                  "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of corporate
stock or other equity participations, including partnership interests, whether
general or limited, of such Person.

                  "Cash Equivalents" means:

                  (1)      securities issued or directly and fully guaranteed or
                           insured by the United States government or any agency
                           or instrumentality thereof having maturities of not
                           more than six months from the date of acquisition,

                  (2)      certificates of deposit and Eurodollar time deposits
                           with maturities of six months or less from the date
                           of acquisition, bankers' acceptances with maturities
                           not exceeding six months and

                                       3


                           overnight bank deposits, in each case with any lender
                           party to the Senior Credit Facility or with any
                           domestic commercial bank having capital and surplus
                           in excess of $500 million and a Fitch Rating of "B"
                           or better,

                  (3)      repurchase obligations with a term of not more than
                           seven days for underlying securities of the types
                           described in clauses (1) and (2) above entered into
                           with any financial institution meeting the
                           qualifications specified in clause (2) above,

                  (4)      commercial paper having a rating of at least P-1 from
                           Moody's and a rating of at least A-1 from S&P,

                  (5)      deposits available for withdrawal on demand with any
                           commercial bank not meeting the qualifications
                           specified in clause (2) above, provided all such
                           deposits do not exceed $5 million in the aggregate at
                           any one time and

                  (6)      investments in money market or other mutual funds
                           substantially all of whose assets comprise securities
                           of the types described in clauses (1) through (4)
                           above.

                  A "Change of Control" will be deemed to have occurred at such
time as either:

                  (1)      any Person (other than a Permitted Holder) or any
                           Persons (other than Permitted Holders) acting
                           together that would constitute a "group" (a "Group")
                           for purposes of Section 13(d) of the Exchange Act, or
                           any successor provision thereto, shall beneficially
                           own (within the meaning of Rule 13d-3 under the
                           Exchange Act, or any successor provision thereto) at
                           least 50% of the aggregate voting power of all
                           classes of Voting Stock of the Company; or

                  (2)      any Person (other than a Permitted Holder) or Group
                           (other than Permitted Holders) shall succeed in
                           having a sufficient number of its nominees elected to
                           the Board of Directors of the Company such that such
                           nominees, when added to any existing director
                           remaining on the Board of Directors of the Company
                           after such election who was a nominee of or is an
                           Affiliate of such Person or Group, will constitute a
                           majority of the Board of Directors of the Company;

provided, that a transaction effected to create a holding company of the
Company, (i) pursuant to which the Company becomes a Wholly Owned Subsidiary of
such holding company, and (ii) as a result of which the holders of Capital Stock
of such holding company are substantially the same as the holders of Capital
Stock of the Company immediately prior to such transaction, shall not be deemed
to involve a "Change of Control"; provided further that following such a holding
company transaction, references

                                       4


in this definition of "Change of Control" shall thereafter be treated as
references to such holding company. References to the "Board of Directors" in
this definition are to the full board of directors of the Company and not to a
committee thereof.

                  "Closing Date" means August 13, 2003.

                  "Common Stock" of any Person means Capital Stock of such
Person that does not rank prior, as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.

                  "Comparable Treasury Issue" means the United States Treasury
Security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the Trustee obtains fewer than three such Reference Treasury Dealer Quotations,
the average of all such Quotations.

                  "Consolidated Cash Flow Available for Fixed Charges" for any
period means the Consolidated Net Income for such period increased by the sum
of:

                  (1)      Consolidated Interest Expense for such period, plus

                  (2)      the consolidated amount of interest capitalized by
                           the Company and its Restricted Subsidiaries during
                           such period calculated in accordance with generally
                           accepted accounting principles, plus

                  (3)      Consolidated Income Tax Expense for such period, plus

                  (4)      the consolidated depreciation and amortization
                           expense included in the income statement of the
                           Company and its Restricted Subsidiaries for such
                           period, plus

                  (5)      other non-cash expenses (excluding any such non-cash
                           expense to the extent that it represents an accrual
                           of or reserve for cash expenses in any future period
                           or amortization of a prepaid cash expense that was
                           paid in a prior period) included in the income

                                       5


                           statement of the Company and its Restricted
                           Subsidiaries for such period; minus

                  (6)      non-cash items increasing Consolidated Net Income for
                           such period, other than items that were accrued in
                           the ordinary course of business, in each case, on a
                           consolidated basis and determined in accordance with
                           generally accepted accounting principles;

provided, however, that there shall be excluded therefrom the Consolidated Cash
Flow Available for Fixed Charges (if positive) of any Restricted Subsidiary that
is not a Subsidiary Guarantor (calculated separately for such Restricted
Subsidiary in the same manner as provided above for the Company) that is subject
to a restriction which prevents the payment of dividends or the making of
distributions to the Company or another Restricted Subsidiary to the extent of
such restriction.

                  "Consolidated Cash Flow Coverage Ratio" as of any date of
determination means the ratio of:

                  (1)      Consolidated Cash Flow Available for Fixed Charges
                           for the period of the most recently completed four
                           consecutive fiscal quarters for which quarterly or
                           annual financial statements are available to

                  (2)      Consolidated Fixed Charges for such period;

provided, however, that Consolidated Fixed Charges shall be adjusted to give
effect on a pro forma basis to any Debt that has been Incurred by the Company or
any Restricted Subsidiary since the end of such period that remains outstanding
and to any Debt that is proposed to be Incurred by the Company or any Restricted
Subsidiary as if in each case such Debt had been Incurred on the first day of
such period and as if any Debt that is or will no longer be outstanding as the
result of the Incurrence of any such Debt had not been outstanding as of the
first day of such period; provided, however, that in making such computation,
the Consolidated Interest Expense attributable to interest on any proposed Debt
bearing a floating interest rate shall be computed on a pro forma basis as if
the rate in effect on the date of computation had been the applicable rate for
the entire period; and provided further that, in the event the Company or any of
its Restricted Subsidiaries has made Asset Dispositions or acquisitions of
assets not in the ordinary course of business (including acquisitions of other
Persons by merger, consolidation or purchase of Capital Stock) during or after
such period, such computation shall be made on a pro forma basis as if the Asset
Dispositions or acquisitions had taken place on the first day of such period.

                  "Consolidated Fixed Charges" for any period means the sum of:

                  (1)      Consolidated Interest Expense and

                                       6


                  (2)      the consolidated amount of interest capitalized by
                           the Company and its Restricted Subsidiaries during
                           such period calculated in accordance with generally
                           accepted accounting principles.

                  "Consolidated Income Tax Expense" for any period means the
consolidated provision for income taxes of the Company and its Restricted
Subsidiaries for such period calculated on a consolidated basis in accordance
with generally accepted accounting principles.

                  "Consolidated Interest Expense" means for any period the
consolidated interest expense, other than floor plan interest expense, included
in a consolidated income statement (without deduction of interest income) of the
Company and its Restricted Subsidiaries for such period calculated on a
consolidated basis in accordance with generally accepted accounting principles,
including without limitation or duplication (or, to the extent not so included,
with the addition of):

                  (1)      the amortization of Debt discounts;

                  (2)      any payments or fees with respect to letters of
                           credit, bankers' acceptances or similar facilities;

                  (3)      net fees with respect to interest rate swap or
                           similar agreements or foreign currency hedge,
                           exchange or similar agreements;

                  (4)      Preferred Stock dividends of the Company and its
                           Restricted Subsidiaries (other than with respect to
                           Redeemable Stock) declared and paid or payable;

                  (5)      accrued Redeemable Stock dividends of the Company and
                           its Restricted Subsidiaries, whether or not declared
                           or paid;

                  (6)      interest on Debt guaranteed by the Company and its
                           Restricted Subsidiaries; and

                  (7)      the portion of rental expense deemed to be
                           representative of the interest factor attributable to
                           leases for rental property.

                  "Consolidated Net Income" for any period means the
consolidated net income (or loss) of the Company and its Restricted Subsidiaries
for such period determined on a consolidated basis in accordance with generally
accepted accounting principles; provided that there shall be excluded therefrom:

                  (1)      the net income (or loss) of any Person acquired by
                           the Company or a Restricted Subsidiary in a
                           pooling-of-interests transaction for any period prior
                           to the date of such transaction,

                  (2)      the net income (or loss) of any Person that is not a
                           Restricted Subsidiary except to the extent of the
                           amount of dividends or other

                                       7


                           distributions actually paid to the Company or a
                           Restricted Subsidiary by such Person during such
                           period,

                  (3)      gains or losses on Asset Dispositions by the Company
                           or its Subsidiaries,

                  (4)      all extraordinary gains and extraordinary losses,

                  (5)      gains or losses from the early retirement or
                           extinguishment of indebtedness,

                  (6)      the cumulative effect of changes in accounting
                           principles,

                  (7)      non-cash gains or losses resulting from fluctuations
                           in currency exchange rates and

                  (8)      the tax effect of any of the items described in
                           clauses (1) through (7) above;

provided, further, that for purposes of any determination pursuant to the
provisions of Section 3.02 hereof, there shall further be excluded therefrom the
net income (but not net loss) of any Restricted Subsidiary that is not a
Subsidiary Guarantor that is subject to a restriction which prevents the payment
of dividends or the making of distributions to the Company or another Restricted
Subsidiary to the extent of such restriction.

                  "Consolidated Net Tangible Assets" of any Person means the
total amount of assets (less applicable reserves and other properly deductible
items) which under generally accepted accounting principles would be included on
a consolidated balance sheet of such Person and its Restricted Subsidiaries
after deducting therefrom:

                  (1)      all goodwill, trade names, trademarks, patents,
                           patent applications, licenses, non-complete
                           agreements, unamortized debt discount and expense and
                           other like intangibles, which in each case under
                           generally accepted accounting principles would be
                           included on such consolidated balance sheet and

                  (2)      appropriate deductions for any minority interests.

                  "Debt" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent:

                  (1)      every obligation of such Person for money borrowed;

                  (2)      every obligation of such Person evidenced by bonds,
                           debentures, notes or other similar instruments,
                           including obligations Incurred in connection with the
                           acquisition of property, assets or businesses;

                                       8


                  (3)      every reimbursement obligation of such Person with
                           respect to letters of credit, bankers' acceptances or
                           similar facilities issued for the account of such
                           Person;

                  (4)      every obligation of such Person issued or assumed as
                           the deferred purchase price of property or services
                           (including securities repurchase agreements but
                           excluding trade accounts payable or accrued
                           liabilities arising in the ordinary course of
                           business and with respect to services, excluding
                           deferred compensation to employees), which purchase
                           price is due more than six months after the date of
                           placing such property in service or taking delivery
                           and title thereto or engaging such services, the
                           amount of such price being that which would be
                           negotiated in an arm's length transaction for cash
                           between a willing seller and a willing and able
                           buyer, neither of which is under any compulsion to
                           complete the transaction or services;

                  (5)      every Capital Lease Obligation of such Person;

                  (6)      all Receivables Sales of such Person which are sold
                           with recourse to such Person;

                  (7)      Redeemable Stock issued by such Person;

                  (8)      if such Person is a Restricted Subsidiary, all
                           Preferred Stock issued by such Person;

                  (9)      every net obligation under Interest Rate, Currency or
                           Commodity Price Agreements of such Person; and

                  (10)     every obligation of the type referred to in clauses
                           (1) through (9) of another Person and all dividends
                           of another Person the payment of which, in either
                           case, (a) such Person has Guaranteed or is
                           responsible or liable, directly or indirectly, as
                           obligor, Guarantor or otherwise or (b) is secured by
                           (or for which the holder of such obligation 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 Debt or dividends.

Notwithstanding the foregoing, Debt shall not include any obligation arising
from any agreement entered into in connection with the acquisition of any
business or assets with any seller of such business or assets that (1) provides
for the payment of earn-outs to such seller or (2) guarantees to such seller a
minimum price to be realized by such seller upon the sale of any Common Stock of
the Company that was issued by the Company to such seller in connection with
such acquisition.

                                       9


                  "Designated Senior Debt" of the Company means:

                  (1)      Debt of the Company under the Senior Credit Facility
                           and

                  (2)      Senior Debt of the Company

                           (a)      which at the time of determination exceeds
                                    $25 million in aggregate principal amount
                                    outstanding or available under a committed
                                    facility,

                           (b)      which is specifically designated in the
                                    instrument evidencing such Senior Debt as
                                    "Designated Senior Debt" by the Company and

                           (c)      as to which the Trustee has received an
                                    Officers' Certificate of the Company
                                    specifying such Senior Debt as "Designated
                                    Senior Debt".

                  "Equity Offering" means an offering of Common Stock of the
Company that results in aggregate cash net proceeds to the Company.

                  "Floor Plan Debt" means Debt in an aggregate principal amount
at any time not to exceed the value of the Inventory of the Company and its
Restricted Subsidiaries, which Debt is secured primarily by a Lien on Inventory
of the Company and/or its Restricted Subsidiaries.

                  "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing, or having the economic effect of
guaranteeing, any Debt of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person,

                  (1)      to purchase or pay (or advance or supply funds for
                           the purchase or payment of) such Debt or to purchase
                           (or to advance or supply funds for the purchase of)
                           any security for the payment of such Debt,

                  (2)      to purchase property, securities or services for the
                           purpose of assuring the holder of such Debt of the
                           payment of such Debt, or

                  (3)      to maintain working capital, equity capital or other
                           financial statement condition or liquidity of the
                           primary obligor so as to enable the primary obligor
                           to pay such Debt (and "Guaranteed", "Guaranteeing"
                           and "Guarantor" shall have meanings correlative to
                           the foregoing);

provided, however, that the Guarantee by any Person shall not include
endorsements by such Person for collection or deposit, in either case, in the
ordinary course of business.

                                       10


                  "Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Debt or other
obligation including by acquisition of Subsidiaries or the recording, as
required pursuant to generally accepted accounting principles or otherwise, of
any such Debt or other obligation on the balance sheet of such Person (and
"Incurrence", "Incurred", "Incurable" and "Incurring" shall have meanings
correlative to the foregoing); provided, however, that a change in generally
accepted accounting principles that results in an obligation of such Person that
exists at such time becoming Debt shall not be deemed an Incurrence of such
Debt.

                  "Independent Investment Banker" means any Reference Treasury
Dealer appointed by the Trustee after consultation with the Company.

                  "Interest Rate, Currency or Commodity Price Agreement" of any
Person means any forward contract, futures contract, swap, option or other
financial agreement or arrangement (including, without limitation, caps, floors,
collars and similar agreements) relating to, or the value of which is dependent
upon, interest rates, currency exchange rates or commodity prices or indices
(excluding contracts for the purchase or sale of goods in the ordinary course of
business).

                  "Inventory" of any Person means the automobile and automobile
parts and supplies inventories of such Person that are held for sale or lease,
or are to be used or consumed by such Person, in the ordinary course of
business. The value of each particular item of inventory shall be the historical
purchase price thereof.

                  "Investment" by any Person means any direct or indirect loan,
advance or other extension of credit or capital contribution (by means of
transfers of cash or other property (other than Capital Stock that is neither
Redeemable Stock nor Preferred Stock of a Restricted Subsidiary) to others or
payments for property or services for the account or use of others, or
otherwise) to, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person,
including any payment on a Guarantee of any obligation of such other Person, but
shall not include

                  (1)      trade accounts receivable in the ordinary course of
                           business on credit terms made generally available to
                           the customers of such Person,

                  (2)      any Permitted Interest Rate, Currency or Commodity
                           Price Agreement and

                  (3)      endorsements of negotiable instruments and documents
                           in the ordinary course of business.

                  "Investment Grade" means Baa3 or above in the case of Moody's
(or the equivalent under any successor rating categories of Moody's) and BBB- or
above in the case of S&P (or the equivalent under any successor rating
categories of S&P).

                                       11


                  "Lien" means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any sale and leaseback arrangement, conditional sale or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

                  "Moody's" means Moody's Investors Service, Inc. and its
successors.

                  "Net Available Proceeds" from any Asset Disposition by any
Person means cash or Cash Equivalents received (including by way of sale or
discounting of a note, installment receivable or other receivable, but excluding
any other consideration received in the form of assumption by the acquiree of
Debt or other obligations relating to such properties or assets) therefrom by
such Person, net of:

                  (1)      all legal, title and recording tax expenses,
                           commissions and other fees and expenses Incurred and
                           all federal, state, foreign and local taxes required
                           to be accrued as a liability as a consequence of such
                           Asset Disposition;

                  (2)      all payments made by such Person or its Restricted
                           Subsidiaries on any Debt which is secured by such
                           assets in accordance with the terms of any Lien upon
                           or with respect to such assets or which must by the
                           terms of such Lien, or in order to obtain a necessary
                           consent to such Asset Disposition or by applicable
                           law, be repaid out of the proceeds from such Asset
                           Disposition;

                  (3)      all distributions and other payments made to minority
                           interest holders in Restricted Subsidiaries of such
                           Person or joint ventures as a result of such Asset
                           Disposition; and

                  (4)      appropriate amounts to be provided by such Person or
                           any Restricted Subsidiary thereof, as the case may
                           be, as a reserve in accordance with generally
                           accepted accounting principles against any
                           liabilities associated with such assets and retained
                           by such Person or any Restricted Subsidiary thereof,
                           as the case may be, after such Asset Disposition,
                           including, without limitation, liabilities under any
                           indemnification obligations and severance and other
                           employee termination costs associated with such Asset
                           Disposition, in each case as determined by the Board
                           of Directors, in its reasonable good faith judgment
                           evidenced by a resolution of the Board of Directors
                           filed with the Trustee; provided, however, that any
                           reduction in such reserve within twelve months
                           following the consummation of such Asset Disposition
                           will be treated for all purposes of the Indenture and
                           the Notes as a new Asset Disposition

                                       12


                           at the time of such reduction with Net Available
                           Proceeds equal to the amount of such reduction.

                  "Offer to Purchase" means a written offer (the "Offer") sent
by the Company by first class mail, postage prepaid, to each Holder at his
address appearing in the Security Register on the date of the Offer offering to
purchase up to the principal amount of Notes specified in such Offer at the
purchase price specified in such Offer (as determined pursuant to this
Supplemental Indenture). Unless otherwise required by applicable law, the Offer
shall specify an expiration date (the "Offer Expiration Date") of the Offer to
Purchase which shall be, subject to any contrary requirements of applicable law,
not less than 30 days or more than 60 days after the date of such Offer and a
settlement date (the "Purchase Date") for purchase of Notes within five Business
Days after the Offer Expiration Date. The Company shall notify the Trustee at
least 15 Business Days (or such shorter period as is acceptable to the Trustee)
prior to the mailing of the Offer of the Company's obligation to make an Offer
to Purchase, and the Offer shall be mailed by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company. The Offer
shall contain a description of the events requiring the Company to make the
Offer to Purchase and all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also
state:

                  (1)      the Section of this Supplemental Indenture pursuant
                           to which the Offer to Purchase is being made;

                  (2)      the Offer Expiration Date and the Purchase Date;

                  (3)      the aggregate principal amount of the Outstanding
                           Notes offered to be purchased by the Company pursuant
                           to the Offer to Purchase (including, if less than
                           100%, the manner by which such has been determined
                           pursuant to the section of this Supplemental
                           Indenture requiring the Offer to Purchase) (the
                           "Purchase Amount");

                  (4)      the purchase price to be paid by the Company for each
                           $1,000 aggregate principal amount of Notes accepted
                           for payment (as specified pursuant to this
                           Supplemental Indenture) (the "Purchase Price");

                  (5)      that the Holder may tender all or any portion of the
                           Notes registered in the name of such Holder and that
                           any portion of a Note tendered must be tendered in an
                           integral multiple of $1,000 principal amount;

                  (6)      the place or places where Notes are to be surrendered
                           for tender pursuant to the Offer to Purchase;

                  (7)      that interest on any Note not tendered or tendered
                           but not purchased by the Company pursuant to the
                           Offer to Purchase will continue to accrue;

                                       13


                  (8)      that on the Purchase Date the Purchase Price will
                           become due and payable upon each Note being accepted
                           for payment pursuant to the Offer to Purchase and
                           that interest thereon shall cease to accrue on and
                           after the Purchase Date;

                  (9)      that each Holder electing to tender a Note pursuant
                           to the Offer to Purchase will be required to
                           surrender such Note at the place or places specified
                           in the Offer prior to the close of business on the
                           Expiration Date (such Note being, if the Company or
                           the Trustee so requires, duly endorsed by, or
                           accompanied by 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);

                  (10)     that Holders will be entitled to withdraw all or any
                           portion of Notes tendered if the Company (or its
                           Paying Agent) receives, not later than the close of
                           business on the Expiration Date, a telegram, telex,
                           facsimile transmission or letter setting forth the
                           name of the Holder, the principal amount of the Note
                           the Holder tendered, the certificate number of the
                           Note the Holder tendered and a statement that such
                           Holder is withdrawing all or a portion of his tender;

                  (11)     that (a) if Notes in an aggregate principal amount
                           less than or equal to the Purchase Amount are duly
                           tendered and not withdrawn pursuant to the Offer to
                           Purchase, the Company shall purchase all such Notes
                           and (b) if Notes in an aggregate principal amount in
                           excess of the Purchase Amount are tendered and not
                           withdrawn pursuant to the Offer to Purchase, the
                           Company shall purchase Notes having an aggregate
                           principal amount equal to the Purchase Amount on a
                           pro rata basis (with such adjustments as may be
                           deemed appropriate so that only Notes in
                           denominations of $1,000 or integral multiples thereof
                           shall be purchased); and

                  (12)     that in the case of any Holder whose Note is
                           purchased only in part, the Company shall execute,
                           and the Trustee shall authenticate and deliver to the
                           Holder of such Note without service charge, a new
                           Note or Notes, of any authorized denomination as
                           requested by such Holder, in an aggregate principal
                           amount equal to and in exchange for the unpurchased
                           portion of the Note so tendered.

If any of the Notes subject to an Offer to Purchase is a Global Security, then
the Offer shall be modified by the Company to the extent necessary to comply
with the procedures of the Depositary applicable to repurchases. Any Offer to
Purchase shall be governed by and effected in accordance with the Offer for such
Offer to Purchase.

                                       14


                  "Permitted Holder" means:

                  (1)      each of B.B. Hollingsworth, Jr., John Turner and
                           Scott Thompson;

                  (2)      the members of the immediate family of any of the
                           persons referred to in clause (1) above;

                  (3)      any trust created for the benefit of the persons
                           described in clause (1) or (2) above or any of their
                           estates; or

                  (4)      any other Person that is wholly owned by any one or
                           more of the Persons described in clause (1), (2) or
                           (3) above.

                  "Permitted Interest Rate, Currency or Commodity Price
Agreement" of any Person means any Interest Rate, Currency or Commodity Price
Agreement entered into with one or more financial institutions in the ordinary
course of business that is designed to protect such Person against fluctuations
in interest rates or currency exchange rates with respect to Debt Incurred or
proposed to be Incurred and which shall have a notional amount no greater than
the payments due with respect to the Debt being hedged thereby, or in the case
of currency or commodity protection agreements, against currency exchange rate
or commodity price fluctuations in the ordinary course of business relating to
then existing financial obligations or then existing or sold production and not
for purposes of speculation.

                  "Permitted Investments" means:

                  (1)      any Investment in the Company or a Restricted
                           Subsidiary or a Person that will become or be merged
                           into or consolidated with a Restricted Subsidiary as
                           a result of such Investment,

                  (2)      any Investment in a Permitted Joint Venture which,
                           together with any other outstanding Investment made
                           pursuant to this clause (2), does not exceed the
                           greater of $10 million or 2.5% of the Company's
                           Consolidated Net Tangible Assets at the time of such
                           Investment,

                  (3)      any Investment in Cash Equivalents,

                  (4)      any non-cash consideration received in connection
                           with an Asset Disposition that was made in compliance
                           with Section 3.06 hereof and

                  (5)      any other Investment that, when taken together with
                           all other Investments made pursuant to this clause
                           (5) since the Closing Date and outstanding on the
                           date such Investment is made, does not exceed $10
                           million.

                  "Permitted Joint Venture" means any joint venture arrangement
(which may be structured as a corporation, partnership, trust, limited liability
company or any other Person):

                                       15


                  (1)      in which the Company and its Restricted Subsidiaries
                           own an equity interest of at least 25% of the equity
                           interest of all joint venturers thereof and

                  (2)      which engages only in a business of the type
                           conducted by the Company and its Subsidiaries on the
                           Closing Date or any business ancillary thereto or
                           supportive thereof.

                  "Preferred Stock" of any Person means Capital Stock of such
Person of any class or classes (however designated) that ranks prior, as to the
payment of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
Capital Stock of any other class of such Person.

                  "Receivables" means receivables, chattel paper, instruments,
documents or intangibles evidencing or relating to the right to payment of
money.

                  "Receivables Sale" of any Person means any sale of Receivables
of such Person (pursuant to a purchase facility or otherwise), other than in
connection with a disposition of the business operations of such Person relating
thereto or a disposition of defaulted Receivables for purpose of collection and
not as a financing arrangement.

                  "Redeemable Stock" of any Person means any Capital Stock of
such Person that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or otherwise (including upon the
occurrence of an event) matures or is required to be redeemed (pursuant to any
sinking fund obligation or otherwise) or is convertible into or exchangeable for
Debt or is redeemable at the option of the holder thereof, in whole or in part,
at any time prior to the final Stated Maturity of the Notes.

                  "Reference Treasury Dealer" means Goldman, Sachs & Co. or any
of its affiliates in the United States and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City, the Trustee will substitute
another Reference Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average as
determined by the Trustee, of the bid and asked prices of the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.

                  "Replacement Assets" means:

                  (1)      properties and assets (other than cash, Cash
                           Equivalents or any Capital Stock or other security)
                           that will be used in the automotive retail business,
                           the business of the Company and its Restricted

                                       16


                           Subsidiaries as conducted on the Closing Date or any
                           business ancillary thereto or supportive thereof; and

                  (2)      Capital Stock of any Person that is engaged in the
                           automotive retail business, the business of the
                           Company and its Restricted Subsidiaries as conducted
                           on the Closing Date or any business ancillary thereto
                           or supportive thereof and that will be merged or
                           consolidated with or into a Restricted Subsidiary or
                           that will become a Restricted Subsidiary.

                  "Restricted Subsidiary" means any Subsidiary of the Company,
whether existing on or after the Closing Date, unless such Subsidiary is an
Unrestricted Subsidiary.

                  "S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors.

                  "Sale and Leaseback Transaction" of any Person means an
agreement with any lender or investor or to which such lender or investor is a
party providing for the leasing by such Person of any property or asset of such
Person which has been or is being sold or transferred by such Person more than
270 days after the acquisition thereof or the completion of construction or
commencement of operation thereof to such lender or investor or to any person to
whom funds have been or are to be advanced by such lender or investor on the
security of such property or asset. The stated maturity of such arrangement
shall be the date of the last payment of rent or any other amount due under such
arrangement prior to the first date on which such arrangement may be terminated
by the lessee without payment of a penalty.

                  "Senior Credit Facility" means the Fifth Amended and Restated
Revolving Credit Agreement dated as of June 2, 2003 among the Company, its
subsidiaries listed therein, JPMorganChase Bank, as administrative agent,
Comerica Bank, as floorplan agent, Bank One, NA, as documentation agent, and
other lending institutions party thereto and any amendment, modification,
renewal, extension, refinancing, refunding or replacement thereof.

                  "Senior Debt" means, with respect to any Person:

                  (1)      the principal of (and premium, if any) and interest
                           (including interest accruing on or after the filing
                           of any petition in bankruptcy or for reorganization
                           relating to such Person whether or not such claim for
                           post-petition interest is allowed in such proceeding)
                           on, and penalties and any obligation of such Person
                           for reimbursement, indemnities and fees relating to,
                           the Senior Credit Facility,

                  (2)      the principal of (and premium, if any) and interest
                           on Debt of such Person for money borrowed, whether
                           Incurred on or prior to the Closing Date or
                           thereafter, and any amendments, renewals,

                                       17


                           extensions, modifications, refinancings and
                           refundings of any such Debt and

                  (3)      Permitted Interest Rate Agreements and Permitted
                           Currency Agreements entered into with respect to Debt
                           described in clauses (1) and (2) above.

Notwithstanding the foregoing, the following shall not constitute Senior Debt:

                  (1)      any Debt as to which the terms of the instrument
                           creating or evidencing the same provide that such
                           Debt is on a parity with, or is not superior in right
                           of payment to, the Notes or, in the case of a
                           Subsidiary Guarantor, a Subsidiary Guarantee,

                  (2)      any Debt which is subordinated in right of payment in
                           any respect to any other Debt of such Person, other
                           than Debt under the Senior Credit Facility that is
                           subordinated to other Debt under the Senior Credit
                           Facility solely by reason of priority being granted
                           under the Senior Credit Facility to "swingline",
                           overdraft of similar tranches of Debt,

                  (3)      Debt evidenced by the Notes or a Subsidiary
                           Guarantee,

                  (4)      any Debt owed to a Person when such Person is a
                           Subsidiary of such Person

                  (5)      any obligation of such Person with respect to any
                           Capital Stock of such Person,

                  (6)      that portion of any Debt which is Incurred in
                           violation of the Indenture,

                  (7)      Debt which, when Incurred and without respect to any
                           election under Section 1111(b) of Title 11, United
                           States Code, is without recourse to such Person,

                  (8)      any liability for federal, state, local or other
                           taxes owed or owing by such Person,

                  (9)      any Debt for the purchase of goods, materials or
                           services, or consisting of operating lease rental
                           payments, in the ordinary course of business or Debt
                           consisting of trade payables or other current
                           liabilities (other than current liabilities for money
                           borrowed and the current portion of long-term Senior
                           Debt),

                  (10)     Debt of or amounts owed by such Person for
                           compensation to employees or for services rendered,
                           and

                                       18


                  (11)     Debt issued as a dividend on, or in redemption of or
                           exchange for, Capital Stock of such Person.

                  "Significant Restricted Subsidiary" means, at any date of
determination, any Restricted Subsidiary that, together with its Restricted
Subsidiaries, represents 10% or more of the Company's total consolidated assets
at the end of the most recent fiscal quarter for which financial information is
available or 10% or more of the Company's consolidated net revenues or
consolidated operating income for the most recent four quarters for which
financial information is available.

                  "Special Interest" means all special or additional interest
then owing on the Notes pursuant to the applicable Registration Rights
Agreement.

                  "Subordinated Debt" means Debt of the Company as to which the
payment of principal of (and premium, if any) and interest and other payment
obligations in respect of such Debt shall be subordinate to the prior payment in
full of the Notes to at least the following extent:

                  (1)      no payments of principal of (or premium, if any) or
                           interest on or otherwise due in respect of such Debt
                           may be permitted for so long as any default in the
                           payment of principal (or premium, if any) or interest
                           on the Notes exists;

                  (2)      in the event that any other default that with the
                           passing of time or the giving of notice, or both,
                           would constitute an event of default exists with
                           respect to the Notes, upon notice by 25% or more in
                           principal amount of the Notes to the Trustee, the
                           Trustee shall have the right to give notice to the
                           Company and the holders of such Debt (or trustees or
                           agents therefor) of a payment blockage, and
                           thereafter no payments of principal of (or premium,
                           if any) or interest on or otherwise due in respect of
                           such Debt may be made for a period of 179 days from
                           the date of such notice; and

                  (3)      such Debt may not

                           (A)      provide for payments of principal of such
                                    Debt at the stated maturity thereof or by
                                    way of a sinking fund applicable thereto or
                                    by way of any mandatory redemption,
                                    defeasance, retirement or repurchase thereof
                                    by the Company (including any redemption,
                                    retirement or repurchase which is contingent
                                    upon events or circumstances, but excluding
                                    any retirement required by virtue of
                                    acceleration of such Debt upon an event of
                                    default thereunder), in each case prior to
                                    the final Stated Maturity of the Notes or

                           (B)      permit redemption or other retirement
                                    (including pursuant to an offer to purchase
                                    made by the Company) of such

                                       19


                                    other Debt at the option of the holder
                                    thereof prior to the final Stated Maturity
                                    of the Notes, other than a redemption or
                                    other retirement at the option of the holder
                                    of such Debt (including pursuant to an offer
                                    to purchase made by the Company) which is
                                    conditioned upon a change of control of the
                                    Company pursuant to provisions substantially
                                    similar to those described under "Change of
                                    Control" (and which shall provide that such
                                    Debt will not be repurchased pursuant to
                                    such provisions prior to the Company's
                                    repurchase of the Notes required to be
                                    repurchased by the Company pursuant to the
                                    provisions described under "Change of
                                    Control").

                  "Subsidiary" of any Person means:

                  (1)      a corporation more than 50% of the combined voting
                           power of the outstanding Voting Stock of which is
                           owned, 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

                  (2)      any other Person (other than a corporation) in which
                           such Person, or one or more other Subsidiaries of
                           such Person or such Person and one or more other
                           Subsidiaries thereof, directly or indirectly, has at
                           least a majority ownership and power to direct the
                           policies, management and affairs thereof.

                  "2009 Notes" means the Company's 10-7/8% Senior Subordinated
Notes due March 1, 2009 outstanding on the Closing Date.

                  "Unrestricted Subsidiary" means:

                  (1)      any Subsidiary designated as such by the Board of
                           Directors as set forth below where

                           (a)      neither the Company nor any of its other
                                    Subsidiaries (other than another
                                    Unrestricted Subsidiary) provides credit
                                    support for, or Guarantee of, any Debt of
                                    such Subsidiary or any Subsidiary of such
                                    Subsidiary (including any undertaking,
                                    agreement or instrument evidencing such
                                    Debt) or is directly or indirectly liable
                                    for any Debt of such Subsidiary or any
                                    Subsidiary of such Subsidiary, and

                           (b)      no default with respect to any Debt of such
                                    Subsidiary or any Subsidiary of such
                                    Subsidiary (including any right which the
                                    holders thereof may have to take enforcement
                                    action against such Subsidiary) would permit
                                    (upon notice, lapse of time or both) any
                                    holder of any other Debt of the Company and
                                    its Subsidiaries (other than another

                                       20


                                    Unrestricted Subsidiary) to declare a
                                    default on such other Debt or cause the
                                    payment thereof to be accelerated or payable
                                    prior to its final scheduled maturity and

                  (2)      any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, any other Restricted Subsidiary which
is not a Subsidiary of the Subsidiary to be so designated or otherwise an
Unrestricted Subsidiary, provided that the Company could make a Restricted
Payment in an amount equal to the greater of the fair market value and book
value of its Investment in such Subsidiary pursuant to Section 3.02 hereof and
such amount is thereafter treated as a Restricted Payment for the purpose of
calculating the aggregate amount available for Restricted Payments thereunder.

                  "Voting Stock" of any Person means Capital Stock of such
Person which ordinarily has voting power for the election of directors (or
persons performing similar functions) of such Person, whether at all times or
only so long as no senior class of securities has such voting power by reason 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.

                  (a)      Certain other capitalized terms used in this
Supplemental Indenture are defined in the Rule 144A/Regulation S Appendix
attached hereto (the "Appendix").

SECTION 1.02 TO BE READ WITH ORIGINAL INDENTURE

                  The Supplemental Indenture is a supplemental indenture within
the meaning of the Original Indenture and the Original Indenture and this
Supplemental Indenture shall be read together and shall have effect, so far as
practicable, as though all the provisions of the Original Indenture and this
Supplemental Indenture were contained in one instrument.

                                   ARTICLE II

                                    THE NOTES

SECTION 2.01 DESIGNATION

                  There is hereby authorized to be issued under the Original
Indenture a series of Securities designated as "8.25% Senior Subordinated Notes
due August 15, 2013".

                                       21


SECTION 2.02 INITIAL LIMIT OF AGGREGATE PRINCIPAL AMOUNT

                  The aggregate principal amount of Notes that may be
authenticated and delivered on the Closing Date shall be limited to
$150,000,000.

                  Other provisions relating to the Initial Notes, the Private
Exchange Notes and the Exchange Notes are set forth in the Appendix, which is
hereby incorporated in and expressly made part of this Supplemental Indenture.

SECTION 2.03 SUBSIDIARY GUARANTEES.

                           (a)      Subject to the provisions of this Section
2.03, the Notes shall have the benefit of the Subsidiary Guarantees.

                           (b)      All of the Subsidiaries of the Company as of
the Closing Date, except for Group 1 Automotive Reinsurance, Ltd. and Group 1
Automotive Reinsurance TWO, Ltd., both companies incorporated in the Nevis
Islands, shall be Subsidiary Guarantors.

                           (c)      In lieu of the conditions contained in
clauses (i)-(iii) of Section 1304 of the Original Indenture for release of
Subsidiary Guarantors from their Subsidiary Guarantees, a Subsidiary Guarantor
of the Notes shall be released and discharged of its obligations under its
Subsidiary Guarantee and under Article Thirteen of the Original Indenture:

                                    (i)      in connection with any sale or
         other disposition of all or substantially all of the assets of that
         Subsidiary Guarantor (including by way of merger or consolidation) to a
         Person that is not (either before or after giving effect to such
         transaction) a Restricted Subsidiary, if the sale or other disposition
         complies with Section 3.06 of this Supplemental Indenture;

                                    (ii)     in connection with any sale of all
         of the Capital Stock of such Subsidiary Guarantor to a Person that is
         not (either before or after giving effect to such transaction) a
         Restricted Subsidiary, if the sale complies with Section 3.06 of this
         Supplemental Indenture;

                                    (iii)    upon the Legal Defeasance or
         Covenant Defeasance of the Notes in accordance with the terms of the
         Indenture; or

                                    (iv)     if the Company designates such
         Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with
         the applicable provisions of the Indenture.

                           (d)      Notwithstanding the provisions of Article
1305 of the Original Indenture, the Company shall not be required to cause any
domestic Subsidiary of the Company that becomes a Subsidiary after the date of
the Original Indenture to become a Subsidiary Guarantor except as provided in
this Section 2.03(d). Any domestic

                                       22


Restricted Subsidiary which Incurs any Debt shall, simultaneously with such
Incurrence (or, if the domestic Restricted Subsidiary has outstanding Debt at
the time of its creation or acquisition, at the time of such creation or
acquisition), become a Subsidiary Guarantor (if it is not already such) by
executing and delivering a supplemental indenture as provided in Section 1305 of
the Original Indenture.

SECTION 2.04 SUBORDINATION

                  The definitions of Senior Debt and Designated Senior Debt
which shall apply to the Notes and the Subsidiary Guarantees of the Notes are
set forth in Section 1.01 hereof.

SECTION 2.05 DATE OF PAYMENT OF PRINCIPAL

                  The principal of the Notes shall be payable on August 15,
2013.

SECTION 2.06 INTEREST

                           (a)      In addition to any Special Interest that may
be payable pursuant to Section 2.14 of this Supplemental Indenture, the Notes
shall bear interest at the rate of 8.25% per annum; provided, that any principal
and premium and any installment of interest which is overdue shall bear interest
at the rate of 9.25% per annum (to the extent that the payment of such interest
shall be legally enforceable).

                           (b)      The Interest Payment Dates on which interest
shall be payable in respect of the Notes shall be February 15 and August 15 in
each year, commencing February 15, 2004 in the case of the Initial Notes issued
on the Closing Date.

                           (c)      The Regular Record Dates for interest in
respect of the Notes shall be February 1 and August 1 (whether or not a Business
Day) in respect of the interest payable on February 15 and August 15,
respectively.

SECTION 2.07 PLACE OF PAYMENT

                  Payments of the principal, premium, if any, and interest on
the Notes will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City of New York, New York,
provided 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 for the Notes. Until otherwise designated by the
Company, such office or agency will be the corporate trust office of the
Trustee, as Paying Agent and Security Registrar, which on the date hereof is
located at 45 Broadway, 12th Floor, New York, New York 10002.

SECTION 2.08 REDEMPTION

                           (a)      The Notes may be redeemed at the election of
the Company from time to time in the event that on or before August 15, 2006 the
Company receives

                                       23


net proceeds from the sale of its Common Stock in one or more Equity Offerings,
in which case the Company may, at its option and from time to time, use all or a
portion of any such net proceeds to redeem up to 35% of the aggregate principal
amount of the Notes (including any Additional Notes) issued under the Indenture;
provided, however, that at least 65% of the aggregate principal amount of the
Notes (including any Additional Notes) issued under the Indenture remains
outstanding after each such redemption. Any such redemption must occur on a
Redemption Date within 90 days of any such sale at a Redemption Price of 108.25%
of the principal amount of the Notes, together with accrued interest to but
excluding the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date to receive interest due on an Interest Payment Date
that is on or prior to the Redemption Date).

                           In the case of any redemption pursuant to this
Section 2.08(a), in addition to the requirements of Section 1102 of the Original
Indenture the Company shall also furnish the Trustee an Officers' Certificate
stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the condition or conditions precedent to the
right of the Company so to redeem have occurred or been satisfied. In addition
to the information specified in Section 1104 of the Original Indenture, the
notice of redemption shall include a brief statement setting forth the Company's
right to effect such redemption and the Company's basis therefor.

                           (b)      Prior to August 15, 2008, the Company may
redeem all or a part of the Notes upon not less than 30 nor more than 60 days'
notice, at a Redemption Price equal to the greater of:

                           (1)      100% of the principal amount thereof; or

                           (2)      the present value, as determined by an
                  Independent Investment Banker, of

                                    (A)      104.125% of the principal amount of
                           the Notes being redeemed calculated as of August 15,
                           2008 (assuming a 360-day year consisting of twelve
                           30-day months), plus

                                    (B)      all required interest payments due
                           on such Notes through August 15, 2008 (excluding
                           accrued interest), discounted to the Redemption Date
                           on a semi-annual basis (assuming a 360-day year
                           consisting of twelve 30-day months) at the Adjusted
                           Treasury Rate, plus in each case accrued interest to
                           but excluding the Redemption Date (subject to the
                           right of Holders of record on the relevant Regular
                           Record Date to receive interest due on an Interest
                           Payment Date that is on or prior to the Redemption
                           Date).

                           (c)      The Notes further may be redeemed at the
election of the Company, as a whole or from time to time in part, at any time on
or after August 15, 2008, at the Redemption Prices specified in the form of Note
attached hereto as Exhibit 1 or Exhibit A to the Appendix, together with accrued
interest to but excluding the

                                       24


Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on an Interest Payment Date that is
on or prior to the Redemption Date).

SECTION 2.09 DEFEASANCE

                  The Notes shall be defeasible pursuant to both of Section 1502
and Section 1503 of the Original Indenture; provided, however, that the covenant
provided pursuant to Section 3.09 of this Supplemental Indenture shall not be
subject to Covenant Defeasance.

SECTION 2.10 FORM

                  The Initial Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit 1 to the Appendix,
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Notes, the Private Exchange Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A to the Appendix,
which is hereby incorporated in and expressly made a part of this Indenture. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). The terms of the Notes set forth in the Appendix are part of
the terms of this Supplemental Indenture.

SECTION 2.11 ADDITIONAL EVENTS OF DEFAULT

                  (a)      In addition to the Events of Default contained in
Section 501 of the Original Indenture, the following will constitute an Event of
Default with respect to the Notes:

                  (1)      default in the payment of principal and interest on
                           Notes required to be purchased pursuant to an Offer
                           to Purchase under Section 3.06 or 3.09 when due and
                           payable;

                  (2)      failure to perform or comply with the provisions of
                           Section 3.12 of this Supplemental Indenture.

                  (b)      The references in Section 501 of the Original
Indenture to any "Significant Subsidiary" shall be deemed, insofar as they
relate to the Notes, to be references to a Significant Restricted Subsidiary as
defined in this Supplemental Indenture.

SECTION 2.12 ADDITIONAL COVENANTS

                  The covenants contained in Article Three of this Supplemental
Indenture shall apply to the Notes in addition to the covenants contained in
Article Ten of the Original Indenture.

                                       25


SECTION 2.13 ISSUANCE OF ADDITIONAL NOTES

                  The Company shall be entitled, subject to its compliance with
Section 3.01, to issue Additional Notes under this Supplemental Indenture which
shall have identical terms as the Initial Notes issued on the Closing Date,
other than with respect to the date of issuance and the initial Interest Payment
Date. The Initial Notes issued on the Closing Date, any Additional Notes and all
Exchange Notes or Private Exchange Notes issued in exchange therefor shall be
treated as a single class for all purposes under the Indenture, including,
without limitation, waivers, amendments, redemptions and Offers to Purchase.

                  With respect to any Additional Notes, the Company shall set
forth in a Board Resolution and an Officers' Certificate, each of which shall be
delivered to the Trustee, the following information:

                  (1)      the aggregate principal amount of such Additional
         Notes to be authenticated and delivered pursuant to this Supplemental
         Indenture;

                  (2)      the issue date and the CUSIP number and corresponding
         ISIN of such Additional Notes; provided, however, that no Additional
         Notes may be issued at a price that would cause such Additional Notes
         to have "original issue discount" within the meaning of Section 1273 of
         the Internal Revenue Code of 1986, as amended; and

                  (3)      whether such Additional Notes shall be Transfer
         Restricted Securities and issued in the form of Initial Notes as set
         forth in Exhibit 1 to the Appendix to this Indenture or shall be issued
         in the form of Exchange Notes as set forth in Exhibit A to the
         Appendix.

SECTION 2.14 SPECIAL INTEREST

                  (a)      The Company shall pay Special Interest on the Notes
in accordance with the terms of the Notes and the applicable Registration Rights
Agreement. The Company shall notify the Trustee of the amount of any Special
Interest that may become payable on the Notes in advance of the relevant
Interest Payment Date.

                  (b)      All references to "interest" in this Supplemental
Indenture and, insofar as they pertain to the Notes, in the Original Indenture
shall be deemed to include Special Interest.

SECTION 2.15 DEPOSITORY; GLOBAL NOTES

                  As provided in the Appendix, the Initial Notes issued on the
Closing Date shall be represented by one or more Global Notes. The Depository
for the Global Notes shall be The Depository Trust Company, 55 Water Street, New
York, New York 10004.

                                       26


SECTION 2.16 CUSIP NUMBERS.

                  The Company in issuing the Notes may use "CUSIP" numbers and
corresponding "ISINs" (if then generally in use) and, if so, the Trustee shall
use "CUSIP" numbers and corresponding "ISINs" in notices of redemption as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers.

                                  ARTICLE III

                  ADDITIONAL COVENANTS APPLICABLE TO THE NOTES

SECTION 3.01 LIMITATION ON DEBT

                  The Company may not, and may not permit any Restricted
Subsidiary to, Incur any Debt except that the Company and any Restricted
Subsidiary (but not any Restricted Subsidiary that is not a Subsidiary
Guarantor) may Incur Debt if after giving pro forma effect to the Incurrence of
such Debt and the receipt and application of the proceeds thereof the
Consolidated Cash Flow Coverage Ratio of the Company would be greater than 2.0
to 1.

                  Notwithstanding the foregoing limitation, the following Debt
may be Incurred.

                           (a)      Debt of the Company or any Subsidiary
Guarantor, other than Floor Plan Debt, under the Senior Credit Facility in an
aggregate principal amount at any one time not to exceed the greater of $200
million or 25% of the Company's Consolidated Net Tangible Assets at the time of
such Incurrence;

                           (b)      Debt of the Company or any Restricted
Subsidiary consisting of Floor Plan Debt or Guarantees of Floor Plan Debt of the
Company;

                           (c)      Debt owed by the Company to any Restricted
Subsidiary for which fair value has been received or Debt owed by a Restricted
Subsidiary to the Company or a Restricted Subsidiary; provided, however, that:

                                    (i)      any such Debt owing by the Company
         to a Restricted Subsidiary shall be Subordinated Debt evidenced by an
         intercompany promissory note and

                                    (ii)     upon either the transfer or other
         disposition by such Restricted Subsidiary or the Company of any Debt so
         permitted to a Person other than the Company or another Restricted
         Subsidiary or the issuance (other than directors' qualifying shares),
         sale, transfer or other disposition of shares of Capital Stock
         (including by consolidation or

                                       27


         merger) of such Restricted Subsidiary to a Person other than the
         Company or another such Restricted Subsidiary, the provisions of this
         clause (c) shall no longer be applicable to such Debt and such Debt
         shall be deemed to have been Incurred at the time of such transfer or
         other disposition;

                           (d)      Debt consisting of the Notes (other than the
Additional Notes), the Subsidiary Guarantees and Guarantees by Restricted
Subsidiaries of any Debt Incurred to refinance or refund the Notes;

                           (e)      Debt of the Company or any of its Restricted
Subsidiaries represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case, Incurred for the purpose of financing
all or any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Company or such
Restricted Subsidiary, in an aggregate principal amount, including all Debt
Incurred to refund or refinance any Debt Incurred pursuant to this clause (e),
not to exceed, at any time outstanding, $20 million;

                           (f)      Debt of the Company or any Restricted
Subsidiary consisting of Permitted Interest Rate, Currency or Commodity Price
Agreements;

                           (g)      Debt which is exchanged for or the proceeds
of which are used to refinance or refund, or any extension or renewal of (each
of the foregoing, a "refinancing"),

                                    (i)      the Notes,

                                    (ii)     outstanding Debt that is not
         described in any other clause hereof that was outstanding as of the
         Closing Date (other than the 2009 Notes),

                                    (iii)    outstanding Debt Incurred pursuant
         to the first paragraph of this Section 3.01, and

                                    (iv)     Debt previously Incurred pursuant
         to this clause (g),

         in each case in an aggregate principal amount not to exceed the
         principal amount of the Debt so refinanced plus the amount of any
         premium required to be paid in connection with such refinancing
         pursuant to the terms of the Debt so refinanced or the amount of any
         premium reasonably determined by the Company as necessary to accomplish
         such refinancing by means of a tender offer or privately negotiated
         repurchase, plus the expenses of the Company or the Restricted
         Subsidiary, as the case may be, incurred in connection with such
         refinancing; provided, however, that:

                                             (1)      Debt the proceeds of which
         are used to refinance the Notes or Debt which is pari passu with or
         subordinate in right of payment to the Notes or the Subsidiary
         Guarantees, as the case may be, shall only be permitted if (A) in the
         case of any refinancing of the Notes or Debt which is pari passu to the
         Notes or the Subsidiary Guarantees, as the case

                                       28


         may be, the refinancing Debt is made pari passu to the Notes or the
         Subsidiary Guarantees, as the case may be, or subordinated to the Notes
         or the Subsidiary Guarantees, as the case may be, and (B) in the case
         of any refinancing of Debt which is subordinated to the Notes or the
         Subsidiary Guarantees, as the case may be, the refinancing Debt
         constitutes Debt that is subordinated to the Notes or the Subsidiary
         Guarantees, as the case may be, at least to the same extent as the Debt
         being refinanced;

                                             (2)      the refinancing Debt by
         its terms, or by the terms of any agreement or instrument pursuant to
         which such Debt is issued, (A) does not have an Average Life that is
         less than the remaining Average Life of the Debt being refinanced and
         (B) does not permit redemption or other retirement (including pursuant
         to an offer to purchase) of such Debt at the option of the holder
         thereof prior to the final stated maturity of the Debt being
         refinanced, other than a redemption or other retirement at the option
         of the holder of such Debt (including pursuant to an offer to purchase)
         which is conditioned upon provisions substantially similar to those
         contained in Section 3.06 or Section 3.09 hereof;

                                             (3)      in the case of any
         refinancing of Debt of the Company, the refinancing Debt may be
         Incurred only by the Company, and in the case of any refinancing of
         Debt of a Restricted Subsidiary, the refinancing Debt may be Incurred
         only by such Restricted Subsidiary or the Company; and

                                             (4)      in the case of any
         refinancing of Preferred Stock of a Restricted Subsidiary, such
         Preferred Stock may be refinanced only with Preferred Stock of such
         Restricted Subsidiary; and

                           (h)      Debt of the Company or any Subsidiary
Guarantor not otherwise permitted to be Incurred pursuant to clauses (a) through
(g) above, which, together with any other outstanding Debt Incurred pursuant to
this clause (h), and in both such cases including any renewals, extensions,
substitutions, refinancings or replacements of such Debt has an aggregate
principal amount not in excess of $30 million at any time outstanding.

                  For purposes of determining compliance with, and the
outstanding principal amount of any particular Debt incurred pursuant to and in
compliance with, this Section 3.01:

                  (1)      in the event that Debt meets the criteria of more
         than one of the types of Debt described in the first and second
         paragraphs of this Section 3.01, the Company, in its sole discretion,
         will classify such item of Debt on the date of

                                       29


         incurrence (or later classify or reclassify such Debt, in its sole
         discretion) and only be required to include the amount and type of such
         Debt in one of such clauses;

                  (2)      Guarantees of, or obligations in respect of letters
         of credit relating to, Debt which is otherwise included in the
         determination of a particular amount of Debt shall not be included;

                  (3)      the principal amount of any Redeemable Stock or
         Preferred Stock of the Company or a Restricted Subsidiary will be equal
         to the greater of the maximum redemption or repurchase price (not
         including, in either case, any redemption or repurchase premium) or the
         liquidation preference thereof;

                  (4)      Debt permitted by this covenant need not be permitted
         solely by reference to one provision permitting such Debt but may be
         permitted in part by one such provision and in part by one or more
         other provisions of this covenant permitting such Debt;

                  (5)      any Receivables Sale shall be the amount for which
         there is recourse to the seller; and

                  (6)      the amount of Debt issued at a price that is less
         than the principal amount thereof will be equal to the amount of the
         liability in respect thereof determined in accordance with generally
         accepted accounting principles.

                  Accrual of interest, accrual of dividends, the accretion of
accreted value, the payment of interest in the form of additional Debt and the
payment of dividends in the form of additional shares of Preferred Stock or
Redeemable Stock will not be deemed to be an incurrence of Debt for purposes of
this Section 3.01.

                  For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Debt, the U.S.
dollar-equivalent principal amount of Debt denominated in a foreign currency
shall be calculated based on the relevant currency exchange rate in effect on
the date such Debt was Incurred, in the case of term Debt, or first committed,
in the case of revolving credit Debt; provided that if such Debt is Incurred to
refinance other Debt denominated in a foreign currency, and such refinancing
would cause the applicable U.S. dollar-dominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such
refinancing, such U.S. dollar-dominated restriction shall be deemed not to have
been exceeded so long as the principal amount of such refinancing Debt does not
exceed the principal amount of such Debt being refinanced. Notwithstanding any
other provision of this Section 3.01, the maximum amount of Debt that the
Company may Incur pursuant to this Section 3.01 shall not be deemed to be
exceeded solely as a result of fluctuations in the exchange rate of currencies.

                                       30


SECTION 3.02 LIMITATION ON RESTRICTED PAYMENTS

                  The Company:

                           (a)      may not, and may not permit any Restricted
Subsidiary to, directly or indirectly, declare or pay any dividend or make any
distribution (including any payment in connection with any merger or
consolidation derived from assets of the Company or any Restricted Subsidiary)
in respect of its Capital Stock or to the holders thereof (in their capacity as
holders of Capital Stock), other than

                                    (i)      any dividends or distributions by
         the Company payable solely in shares of its Capital Stock (other than
         Redeemable Stock) or in options, warrants or other rights to acquire
         its Capital Stock (other than Redeemable Stock), and

                                    (ii)     in the case of a Restricted
         Subsidiary, dividends or distributions payable to the Company or a
         Restricted Subsidiary or pro rata dividends or distributions,

                           (b)      may not, and may not permit any Restricted
Subsidiary to, purchase, redeem, or otherwise acquire or retire for value

                                    (i)      any Capital Stock of the Company or
         any Restricted Subsidiary or

                                    (ii)     any options, warrants or other
         rights to acquire shares of Capital Stock of the Company or any
         Restricted Subsidiary but excluding any debt securities convertible or
         exchangeable into shares of Capital Stock of the Company or any
         Restricted Subsidiary, except, in the case of Capital Stock of a
         Restricted Subsidiary, from the Company or a Restricted Subsidiary;

                           (c)      may not make, or permit any Restricted
Subsidiary to make, any Investment in any Unrestricted Subsidiary or any
Affiliate or any Person that would become an Affiliate after giving effect
thereto, other than a Permitted Investment; and

                           (d)      may not, and may not permit any Restricted
Subsidiary to, redeem, repurchase, defease or otherwise acquire or retire for
value prior to any scheduled maturity, repayment or sinking fund payment Debt of
the Company or any Subsidiary Guarantor which is subordinate in right of payment
to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the
case may be (each of clauses (a) through (d) being a "Restricted Payment")
unless:

                                    (i)      no Event of Default, or an event
         that with the passing of time or the giving of notice, or both, would
         constitute an Event of Default, has occurred and is continuing or would
         result from such Restricted Payment,

                                    (ii)     the Company could Incur at least
         $1.00 of additional Debt pursuant to the terms of the first paragraph
         of Section 3.01 hereof, calculating the Consolidated Cash Flow Coverage
         Ratio on a pro

                                       31


         forma basis to give effect to such Restricted Payment as if such
         Restricted Payment had been made at the beginning of the applicable
         four-fiscal-quarter period if such pro forma effect would affect the
         calculation of the Consolidated Cash Flow Coverage Ratio, and

                                    (iii)    upon giving effect to such
         Restricted Payment, the aggregate of all Restricted Payments from the
         Closing Date does not exceed the sum of:

                                             (1)      50% of cumulative
         Consolidated Net Income (or, in the case Consolidated Net Income shall
         be negative, less 100% of such deficit) of the Company since July 1,
         2003 through the last day of the last full fiscal quarter ending
         immediately preceding the date of such Restricted Payment for which
         quarterly or annual financial statements are available (taken as a
         single accounting period); plus

                                             (2)      100% of the aggregate net
         cash proceeds received by the Company (x) after the Closing Date from
         contributions of capital or the issuance and sale (other than to a
         Subsidiary of the Company) of Capital Stock (other than Redeemable
         Stock) of the Company, options, warrants or other rights to acquire
         Capital Stock (other than Redeemable Stock) of the Company and (y)
         related to Debt of the Company that has been converted into or
         exchanged for Capital Stock (other than Redeemable Stock and other than
         by or from a Subsidiary of the Company) of the Company after the
         Closing Date, provided that any such net proceeds received by the
         Company from an employee stock ownership plan financed by loans from
         the Company or a Subsidiary of the Company shall be included only to
         the extent such loans have been repaid with cash on or prior to the
         date of determination; plus

                                             (3)      an amount equal to the net
         reduction in Investments by the Company and its Restricted
         Subsidiaries, subsequent to the Closing Date, in any Person subject to
         clause (c) above upon the disposition, liquidation or repayment
         (including by way of dividends) thereof or from redesignations of
         Unrestricted Subsidiaries as Restricted Subsidiaries, but only to the
         extent such amounts are not included in Consolidated Net Income and not
         to exceed in the case of any one Person the amount of Investments
         previously made by the Company and its Restricted Subsidiaries in such
         Person.

                  Notwithstanding the foregoing, so long as no Event of Default,
or event that with the passing of time or the giving of notice, or both, would
constitute an Event of Default, shall have occurred and is continuing or would
result therefrom:

                           (a)      the Company and any Restricted Subsidiary
may pay any dividend on Capital Stock of any class within 60 days after the
declaration thereof if, on

                                       32



the date when the dividend was declared, the Company or such Restricted
Subsidiary could have paid such dividend in accordance with the foregoing
provisions;

                           (b)      the Company may refinance any Debt otherwise
permitted by clause (g) of the second paragraph of Section 3.01 hereof or
redeem, acquire or retire any Debt solely in exchange for, by conversion into or
with the net proceeds of the substantially concurrent sale (other than from or
to a Subsidiary of the Company or from or to an employee stock ownership plan
financed by loans from the Company or a Subsidiary of the Company) of shares of
Capital Stock (other than Redeemable Stock) of the Company;

                           (c)      the Company may purchase, redeem, acquire or
retire any shares of Capital Stock of the Company solely in exchange for, by
conversion into or with the net proceeds of the substantially concurrent sale
(other than from or to a Subsidiary of the Company or from or to an employee
stock ownership plan financed by loans from the Company or a Subsidiary of the
Company) of shares of Capital Stock (other than Redeemable Stock) of the
Company;

                           (d)      the Company may purchase or redeem any Debt
from Net Available Proceeds to the extent permitted by Section 3.06 hereof; and

                           (e)      the Company may acquire shares of its
Capital Stock in connection with the exercise of employee or director stock
options or stock appreciation rights by way of cashless exercise;

                           (f)      the Company may acquire shares of its
Capital Stock pursuant to equity repurchases from present or former directors or
employees in an amount of up to $2 million per year; and

                           (g)      the Company may make other Restricted
Payments since the Closing Date in an aggregate in amount not to exceed $35
million.

Any payment made pursuant to clause (a) or (f) of this paragraph shall be a
Restricted Payment for purposes of calculating aggregate Restricted Payments
pursuant to the preceding paragraph and the amount of net proceeds from any
exchange for, conversion into or sale of Capital Stock of the Company pursuant
to clause (b) or (c) of this paragraph shall be excluded from the calculation of
the amount available for Restricted Payments pursuant to clause (iii)(2) above.

SECTION 3.03 LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
RESTRICTED SUBSIDIARIES

                  The Company may not, and may not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary:

                           (a)      to pay dividends (in cash or otherwise) or
make any other distributions in respect of its Capital Stock owned by the
Company or any other

                                       33


Restricted Subsidiary or pay any Debt or other obligation owed to the Company or
any other Restricted Subsidiary;

                           (b)      to make loans or advances to the Company or
any other Restricted Subsidiary; or

                           (c)      to transfer any of its property or assets to
the Company or any other Restricted Subsidiary.

                  Notwithstanding the foregoing, the Company may, and may permit
any Restricted Subsidiary to, suffer to exist any such encumbrance or
restriction:

                           (a)      imposed pursuant to any agreement in effect
on the Closing Date (including the Senior Credit Facility);

                           (b)      imposed pursuant to an agreement relating to
any Debt Incurred by a Person (other than a Restricted Subsidiary existing on
the Closing Date or any Restricted Subsidiary carrying on any of the businesses
of any such Restricted Subsidiary) prior to the date on which such Person became
a Restricted Subsidiary and outstanding on such date and not Incurred in
anticipation of becoming a Restricted Subsidiary, which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person so acquired, provided that the Incurrence of such
Debt is permitted by Section 3.01 hereof;

                           (c)      imposed pursuant to an agreement effecting a
renewal, refunding or extension of Debt Incurred pursuant to an agreement
referred to in clause (a) or (b) of this paragraph; provided, however, that the
provisions contained in such renewal, refunding or extension agreement relating
to such encumbrance or restriction are not materially more restrictive, taken as
a whole, than the provisions contained in the agreement the subject thereof;

                           (d)      in the case of a restriction described in
clause (c) of the preceding paragraph, contained in any security agreement
(including a capital lease) securing Debt of a Restricted Subsidiary otherwise
permitted under the Indenture, but only to the extent such restrictions restrict
the transfer of the assets or property subject to such security agreement;

                           (e)      in the case of a restriction described in
clause (c) of the preceding paragraph, consisting of customary nonassignment
provisions entered into in the ordinary course of business in leases and other
contracts to the extent such provisions restrict the transfer or subletting of
any such lease or the assignment of rights under any such contract;

                           (f)      contained in a franchise or other agreement
entered into in the ordinary course of business with an automobile manufacturer
and which has terms reasonably customary for such agreements between or among
such automobile manufacturer, its dealers and/or the owners of such dealers;

                                       34


                           (g)      with respect to a Restricted Subsidiary,
imposed pursuant to an agreement which has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Restricted Subsidiary, provided that such restriction terminates if such
transaction is closed or abandoned; or

                           (h)      in bona fide contracts for the sale of any
property or assets; or

                           (i)      if such encumbrance or restriction is the
result of applicable laws or regulations.

SECTION 3.04 LIMITATION ON RANKING OF CERTAIN DEBT

                  The Company:

                           (a)      may not Incur any Debt which by its terms is
both subordinate in right of payment to any Senior Debt of the Company and
senior in right of payment to the Notes;

                           (b)      may not permit any Subsidiary Guarantor to
Incur any Debt which by its terms is both subordinate in right of payment to any
Senior Debt of such Subsidiary Guarantor and senior in right of payment to the
Subsidiary Guarantee of such Subsidiary Guarantor; and

                           (c)      may not permit any Restricted Subsidiary to
Guarantee any Debt of the Company that is subordinate in right of payment to the
Notes unless:

                                    (i)      the Guarantee by such Restricted
         Subsidiary of such other Debt shall be subordinated to such Restricted
         Subsidiary's Subsidiary Guarantee at least to the same extent as such
         Debt of the Company is subordinated to the Notes and

                                    (ii)     such Restricted Subsidiary waives,
         and agrees that it will not in any manner whatsoever claim or take the
         benefit or advantage of, any rights of reimbursement, indemnity or
         subrogation or any other rights against the Company or any other
         Restricted Subsidiary as a result of any payment by such Restricted
         Subsidiary under its Guarantee of such other Debt of the Company until
         the Notes have been paid in full.

For purposes of this Supplemental Indenture, no Debt shall be deemed subordinate
in right of payment to any other Debt solely by reason of such other Debt having
the benefit of a security interest.

SECTION 3.05 LIMITATION ON LIENS SECURING PARI PASSU OR SUBORDINATED DEBT

                  The Company may not, and may not permit any Restricted
Subsidiary to, Incur or suffer to exist any Lien on or with respect to any
property or assets now owned

                                       35


or hereafter acquired to secure any Debt that is expressly by its terms pari
passu, subordinate or junior in right of payment to the Notes or the Subsidiary
Guarantee of a Restricted Subsidiary without making, or causing such Restricted
Subsidiary to make, effective provision for securing the Notes or such
Restricted Subsidiary's Subsidiary Guarantee (1) in the event such Debt is pari
passu with the Notes or such Subsidiary Guarantee, equally and ratably with such
Debt as to such property or assets for so long as such Debt will be so secured
or (2) in the event such Debt is subordinate in right of payment to the Notes or
such Subsidiary Guarantee, prior to such Debt as to such property or assets for
so long as such Debt will be so secured.

SECTION 3.06 LIMITATION ON ASSET DISPOSITIONS

                  (a)      The Company may not, and may not permit any
Restricted Subsidiary to, make any Asset Disposition in one or more related
transactions unless:

                           (i)      the Company or the Restricted Subsidiary, as
the case may be, receives consideration for such disposition at least equal to
the fair market value for the assets sold or disposed of as determined by the
Board of Directors of the Company in good faith and evidenced by a Board
Resolution of the Company;

                           (ii)     at least 75% of the consideration for such
disposition consists of:

                                    (1)      or Cash Equivalents;

                                    (2)      the assumption of Debt of the
         Company or such Restricted Subsidiary (other than Debt that is
         subordinated to the Notes or such Restricted Subsidiary's Subsidiary
         Guarantee) relating to such assets and release from all liability on
         the Debt assumed;

                                    (3)      Replacement Assets; or

                                    (4)      a combination of the foregoing;

provided that the amount of any consideration received by the Company or such
Restricted Subsidiary that is converted into cash within 180 days of the closing
of such Asset Disposition shall be deemed to be cash for purposes of this
provision (to the extent of the cash received); and

                  (b)      all Net Available Proceeds, less any amounts invested
within 360 days of such disposition in Replacement Assets, are applied within
360 days of such disposition:

                           (i)      first, to the permanent repayment or
         reduction of Senior Debt of the Company or any Subsidiary Guarantor
         then outstanding under any agreements or instruments which would

                                       36


         require such application or prohibit payments pursuant to clause (ii)
         following,

                           (ii)     second, to the extent of remaining Net
         Available Proceeds, to make an Offer to Purchase outstanding Notes at
         100% of their principal amount plus accrued interest to the Purchase
         Date and, to the extent required by the terms thereof, any other Debt
         of the Company that is pari passu with the Notes ("Pari Passu Debt") at
         a price no greater than 100% of the principal amount thereof plus
         accrued interest to the date of purchase,

                           (iii)    third, to the extent of any remaining Net
         Available Proceeds following the completion of the Offer to Purchase,
         to the repayment of other Debt of the Company or Debt of a Restricted
         Subsidiary, to the extent permitted under the terms thereof, and

                           (iv)     fourth, to the extent of any remaining Net
         Available Proceeds, to any other use as determined by the Company which
         is not otherwise prohibited by the Indenture.

Notwithstanding the foregoing, the Company shall not be required to make an
Offer to Purchase pursuant to clause (b)(ii) above if the remaining Net
Available Proceeds after giving effect to the application permitted by clause
(b)(i) is less than $10 million.

                  (c)      The Company will mail the Offer for an Offer to
Purchase required pursuant to Section 3.06(b) not more than 360 days after
consummation of the Asset Disposition referred to in Section 3.06(a), subject to
the provisions of the final sentence of Section 3.06(b). The aggregate principal
amount of the Notes (and any other Pari Passu Debt) to be offered to be
purchased pursuant to the Offer to Purchase shall equal the Net Available
Proceeds available therefor pursuant to clause (b)(ii) of this Section 3.06
(rounded down to the next lowest integral multiple of $1,000). Each Holder shall
be entitled to tender all or any portion of the Notes owned by such Holder
pursuant to the Offer to Purchase, subject to the requirement that any portion
of a Note tendered must be tendered in an integral multiple of $1,000 principal
amount.

         The Company shall not be entitled to any credit against its obligations
in connection with any Offer to Purchase made pursuant to this Section 306 for
the principal amount of any Notes acquired by the Company otherwise than
pursuant to such Offer to Purchase.

                  (d)      Not later than the date of the Offer with respect to
an Offer to Purchase pursuant to this Section 3.06, the Company shall deliver to
the Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the
allocation of the Net Available Proceeds from the Asset Disposition pursuant to
which such Offer is being made, including, if any consideration consists of
Replacement Assets or any amounts are invested in Replacement Assets, the actual
assets acquired and a statement indicating the

                                       37


relationship of such assets to the business of the Company and (iii) the
compliance of such allocation with the provisions of Section 3.06(a).

                  The Company and the Trustee shall perform their respective
obligations specified in the Offer for the Offer to Purchase. On or prior to the
Purchase Date, the Company shall (i) accept for payment (on a pro rata basis, if
necessary) Notes or portions thereof tendered pursuant to the Offer, (ii)
deposit with the Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003 of the Original
Indenture) money sufficient to pay the Purchase Price of all Notes or portions
thereof so accepted and (iii) deliver or cause to be delivered to the Trustee
all Notes so accepted together with an Officers' Certificate stating the Notes
or portions thereof accepted for payment by the Company. The Paying Agent (or
the Company, if so acting) shall promptly mail or deliver to Holders of Notes so
accepted payment in an amount equal to the Purchase Price, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered. Any Note
not accepted for payment shall be promptly mailed or delivered by the Company to
the Holder thereof. The Company shall publicly announce the results of the Offer
on or as soon as practicable after the Purchase Date.

SECTION 3.07 [INTENTIONALLY OMITTED]

                  This Section 3.07 has been intentionally omitted from this
Supplemental Indenture.

SECTION 3.08 TRANSACTIONS WITH AFFILIATES

                  The Company may not, and may not permit any Restricted
Subsidiary to, enter into any transaction (or series of related transactions)
with an Affiliate of the Company or a Restricted Subsidiary, including any
Investment, either directly or indirectly, unless such transaction is on terms
no less favorable to the Company or such Restricted Subsidiary than those that
could be obtained in a comparable arm's-length transaction with an entity that
is not an Affiliate and is in the best interests of such Company or such
Restricted Subsidiary. For any transaction that involves in excess of $5
million, a majority of the disinterested members of the Board of Directors shall
determine that the transaction satisfies the above criteria and shall evidence
such a determination by a Board Resolution of the Company filed with the
Trustee. For any transaction that involves in excess of $15 million, the Company
shall also obtain an opinion from a nationally recognized expert with experience
in appraising the terms and conditions of the type of transaction (or series of
related transactions) for which the opinion is required stating that such
transaction (or series of related transactions) is on terms no less favorable to
the Company or such Restricted Subsidiary than those that could be obtained in a
comparable arm's-length transaction with an entity that is not an Affiliate of
the Company, which opinion shall be filed with the Trustee.

                                       38


                  The foregoing requirements shall not apply to:

                           (a)      any transaction pursuant to agreements in
effect on the Closing Date;

                           (b)      any employment agreement or employee benefit
arrangements with any officer or director, including under any stock option or
stock incentive plans, entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business of the Company or such
Restricted Subsidiary or approved by a majority of the disinterested members of
the Board of Directors;

                           (c)      transactions between or among the Company
and/or its Restricted Subsidiaries;

                           (d)      payment of reasonable directors fees to
Persons who are not otherwise employees of the Company;

                           (e)      indemnities of officers, directors and
employees of the Company or any Subsidiary of the Company pursuant to bylaws, or
statutory provisions or indemnification agreements or the purchase of
indemnification insurance for any director or officer;

                           (f)      any Restricted Payment that is permitted to
be made by Section 3.02 hereof; and

                           (g)      written agreements entered into or assumed
in connection with acquisitions of other businesses with Persons who were not
Affiliates prior to such transactions.

                  Notwithstanding the foregoing, the requirements set forth in
the third sentence of the first paragraph of this Section 3.08 relating to an
opinion from a nationally recognized expert shall not apply to leases of
property or equipment entered into in the ordinary course of business.

SECTION 3.09 CHANGE OF CONTROL

                           (a)      Upon the occurrence of a Change of Control
each Holder of a Note shall have the right to have such Note repurchased by the
Company on the terms and conditions precedent set forth in this Section 3.09 and
the Indenture. The Company shall, within 30 days following the occurrence of a
transaction resulting in a Change of Control, mail an Offer with respect to an
Offer to Purchase all Outstanding Notes at a purchase price equal to 101% of
their aggregate principal amount plus accrued interest to the Purchase Date
(provided, however, that installments of interest whose Stated Maturity is on or
prior to the Purchase Date shall be payable to the Holders of such Notes 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 of the Original Indenture). Each Holder shall be entitled to tender all or
any portion of the Notes owned by such Holder pursuant to the Offer to Purchase,
subject to the requirement that any portion of a Note tendered must be tendered
in an integral multiple of $1,000 principal amount.

                                       39


                           (b)      The Company and the Trustee shall perform
their respective obligations specified in the Offer for the Offer to Purchase.
On or prior to the Purchase Date, the Company shall (i) accept for payment Notes
or portions thereof tendered pursuant to the Offer, (ii) deposit with the Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003 of the Original Indenture) money sufficient
to pay the Purchase Price of all Notes or portions thereof so accepted and (iii)
deliver or cause to be delivered to the Trustee all Notes so accepted together
with an Officers' Certificate stating the Notes or portions thereof accepted for
payment by the Company. The Paying Agent (or the Company, if so acting) shall
promptly mail or deliver to Holders of Notes so accepted payment in an amount
equal to the Purchase Price, and the Trustee shall promptly authenticate and
mail or deliver to such Holders a new Note or Notes equal in principal amount to
any unpurchased portion of the Note surrendered as requested by the Holder. Any
Note not accepted for payment shall be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce the results
of the Offer on or as soon as practicable after the Purchase Date.

SECTION 3.10 PAYMENTS FOR CONSENT

                  The Company may not, and may not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Supplemental Indenture, the Original Indenture, the Notes or
any Subsidiary Guarantee unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

SECTION 3.11 PROVISION OF FINANCIAL INFORMATION

                  Whether or not the Company is required to be subject to
Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto,
the Company shall file with the Commission the annual reports, quarterly reports
and other documents which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) or any successor provision
thereto if the Company were so required, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which the Company would have been required so to file such documents if the
Company were so required. The Company shall also in any event:

                                    (i)      within 15 days of each Required
         Filing Date transmit by mail to all Holders, as their names and
         addresses appear in the Security Register, without cost to such
         Holders, and file with the Trustee, copies (without exhibits) of the
         annual reports, quarterly reports and other documents which the Company
         files with the Commission pursuant to such Section 13(a) or 15(d) or
         any successor provision thereto or would have been required to file
         with the Commission pursuant to such Section

                                       40


         13(a) or 15(d) or any successor provisions thereto if the Company were
         required to be subject to such Sections and

                                    (ii)     if filing such documents by the
         Company with the Commission is not permitted under the Exchange Act,
         promptly upon written request supply copies of such documents to any
         prospective Holder and the Trustee.

SECTION 3.12 MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS

                  In addition to conditions set forth in Section 801 of the
Original Indenture, the Company shall not, in a single transaction or a series
of related transactions: (1) consolidate with or merge into any other Person or
permit any other Person to consolidate with or merge into the Company or (2)
directly or indirectly, transfer, convey, sell, lease or otherwise dispose of
all or substantially all of its assets unless:

                           (a)      immediately before and after giving pro
forma effect to such transaction and treating any Debt which becomes an
obligation of the Company or a Restricted Subsidiary as a result of such
transaction as having been Incurred by the Company or such Restricted Subsidiary
at the time of the transaction, no Event of Default or event that with the
passing of time or the giving of notice, or both, would constitute an Event of
Default shall have occurred and be continuing;

                           (b)      except in the case of any such consolidation
or merger of the Company with or into a Restricted Subsidiary, immediately after
giving pro forma effect to such transaction and treating any Debt which becomes
an obligation of the Company or a Restricted Subsidiary as a result of such
transaction as having been Incurred by the Company or such Restricted Subsidiary
at the time of the transaction, the Company (or the Successor Company) could
Incur at least $1.00 of additional Debt pursuant to the provisions of the first
paragraph of Section 3.01 hereof; and

                           (c)      if, as a result of any such transaction,
property or assets of the Company or a Restricted Subsidiary would become
subject to a Lien prohibited by the provisions of Section 3.05 hereof, the
Company and/or such Restricted Subsidiary or the Successor Company shall have
secured the Notes or such Restricted Subsidiary's Subsidiary Guarantee, as
applicable, as required by Section 3.05.

                  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.

                                       41


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

                                            THE COMPANY:

                                            GROUP 1 AUTOMOTIVE, INC.

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

                                            SUBSIDIARY GUARANTORS:

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

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

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

                                       42


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

                                       43


                                          SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

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


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

                                       44


                                            ROCKWALL AUTOMOTIVE-F, LTD.

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

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

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

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

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

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

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

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

                                       45


                                            BOHN-DC, LLC

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

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

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

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

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

                                            HARVEY GM, LLC

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

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

                                            HARVEY SM, LLC

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

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

                                       46


                                            HARVEY OPERATIONS-T, LLC

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

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

                                            IRA AUTOMOTIVE GROUP, LLC

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

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

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

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

                                            DELAWARE ACQUISITION-DC, LLC

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

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

                                       47


                                            DELAWARE ACQUISITION-F, LLC

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

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

                                            DELAWARE ACQUISITION-GM, LLC

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

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

                                            DELAWARE ACQUISITION-N, LLC

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

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

                                            DELAWARE ACQUISITION-T, LLC

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

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

                                       48


                                            TRUSTEE:

                                            WELLS FARGO BANK, N.A.,
                                              as Trustee

                                            By: /s/ Melissa Scott
                                                ________________________________
                                            Name:   Melissa Scott
                                            Title:  Vice President

                                       49

                                                                     Exhibit 4.7

                                                 RULE 144A/REGULATION S APPENDIX

                      PROVISIONS RELATING TO INITIAL NOTES,
                             PRIVATE EXCHANGE NOTES
                               AND EXCHANGE NOTES

1.       Definitions

         1.1      Definitions.

         For the purposes of this Appendix the following terms shall have the
meanings indicated below:

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

         "Depository" means The Depository Trust Company, its nominees and their
respective successors.

         "Euroclear" means Euroclear Bank S.A./N.V. or any successor securities
clearing agency.

         "Exchange Notes" means (1) the 8.25% Senior Subordinated Notes due
August 15, 2013 issued pursuant to the Indenture in connection with a Registered
Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional
Notes, if any, issued pursuant to a registration statement filed with the SEC
under the Securities Act.

         "Initial Purchasers" means (1) with respect to the Initial Notes issued
on the Closing Date, Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Banc
One Capital Markets, Inc. and (2) with respect to each issuance of Additional
Notes, the Persons purchasing such Additional Notes under the related Purchase
Agreement.

         "Initial Notes" means (1) $150 million aggregate principal amount of
8.25% Senior Subordinated Notes due August 15, 2013 issued on the Closing Date
and (2) Additional Notes, if any, issued in a transaction exempt from the
registration requirements of the Securities Act.

         "Notes" means the Initial Notes, the Additional Notes, the Exchange
Notes and the Private Exchange Notes, treated as a single class.

         "Notes Custodian" means the custodian with respect to a Global Note (as
appointed by the Depository), or any successor Person thereto and shall
initially be the Trustee.

         "Private Exchange" means the offer by the Company, pursuant to a
Registration Rights Agreement, to an Initial Purchaser to issue and deliver to
such Initial Purchaser, in exchange for the Initial Notes held by the Initial
Purchaser as part of its initial distribution, a like aggregate principal amount
of Private Exchange Notes.

                                       1


         "Private Exchange Notes" means any 8.25% Senior Subordinated Notes due
August 15, 2013 issued in connection with a Private Exchange.

         "Purchase Agreement" means (1) with respect to the Initial Notes issued
on the Initial Closing Date, the Purchase Agreement dated August 8, 2003 among
the Company, the Subsidiary Guarantors and the Initial Purchasers, and (2) with
respect to each issuance of Additional Notes, the purchase agreement or
underwriting agreement among the Company and the Persons purchasing such
Additional Notes.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Registered Exchange Offer" means the offer by the Company, pursuant to
a Registration Rights Agreement, to certain Holders of Initial Notes, to issue
and deliver to such Holders, in exchange for the Initial Notes, a like aggregate
principal amount of Exchange Notes registered under the Securities Act.

         "Registration Rights Agreement" means (1) with respect to the Initial
Notes issued on the Closing Date, the Registration Rights Agreement dated as of
August 13, 2003 among the Company, the Subsidiary Guarantors and the Initial
Purchasers, and (2) with respect to each issuance of Additional Notes issued in
a transaction exempt from the registration requirements of the Securities Act,
the registration rights agreement, if any, among the Company and the Persons
purchasing such Additional Notes under the related Purchase Agreement.

         "Securities Act" means the Securities Act of 1933.

         "Shelf Registration Statement" means the registration statement issued
by the Company in connection with the offer and sale of Initial Notes or Private
Exchange Notes pursuant to a Registration Rights Agreement.

         "Transfer Restricted Securities" means Notes that bear or are required
to bear the legend set forth in Section 2.3(b) hereof.

         1.2      Other Definitions.



                Term                        Defined in Section:
                ----                        -------------------
                                         
"Agent Members"..........................         2.1(b)
"Global Note"............................         2.1(a)
"Regulation S"...........................         2.1(a)
"Restricted Global Note".................         2.1(a)
"Rule 144A"..............................         2.1(a)


2.       The Notes.

         2.1      (a) Form and Dating. Initial Notes offered and sold to a QIB
in reliance on Rule 144A under the Securities Act ("Rule 144A") or in reliance
on Regulation S under the Securities Act ("Regulation S"), in each case as
provided in a Purchase Agreement, and Private Exchange Notes, as provided in a
Registration Rights Agreement, shall be issued initially in the form of

                                       2


one or more permanent global Notes in definitive, fully registered form without
interest coupons with the global Notes legend and restricted Notes legend set
forth in Exhibit 1 hereto (each, a "Restricted Global Note"), which shall be
deposited on behalf of the purchasers of the Initial Notes represented thereby
with the Trustee, as custodian for the Depository (or with such other custodian
as the Depository may direct), and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. Prior to the 40th day after the Initial
Issuance Date, beneficial interests in the Restricted Global Note representing
Initial Notes sold in reliance on Regulation S may only be held through
Euroclear or Clearstream, and any resale or transfer of such interests to U.S.
persons (as defined in Regulation S) shall not be permitted during such period
unless such resale or transfer is made pursuant to Rule 144A or Regulation S.
The aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depository or its nominee as hereinafter provided. Exchange Notes shall be
issued in global form (with the global Notes legend set forth in Exhibit 1
hereto) or in certificated form as provided in Section 2.4 of this Appendix.
Exchange Notes issued in global form and Restricted Global Notes are sometimes
referred to in this Appendix as "Global Notes".

         For the avoidance of doubt, the Company agrees that no Private Exchange
Notes shall be issuable in relation to the Initial Notes issued on the Closing
Date, inasmuch as the initial Registration Rights Agreement makes no provision
for Private Exchange Notes.

         (b)      Book-Entry Provisions. This Section 2.1(b) shall apply only to
a Global Note deposited with or on behalf of the Depository.

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one or more Global Notes
that (a) shall be registered in the name of the Depository for such Global Note
or Global Notes or the nominee of such Depository and (b) shall be delivered by
the Trustee to such Depository or pursuant to such Depository's instructions or
held by the Trustee as custodian for the Depository.

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

         (c)      Certificated Notes. Except as provided in this Section 2.1 or
Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Notes
shall not be entitled to receive physical delivery of certificated Notes.

         2.2      Authentication. The Trustee shall authenticate and deliver:
(1) on the Closing Date, an aggregate principal amount of $150 million 8.25%
Senior Subordinated Notes due August 15, 2013, (2) any Additional Notes for an
original issue in an aggregate principal amount

                                       3


specified in the Company Order given pursuant to Section 303 of the Original
Indenture and (3) Exchange Notes or Private Exchange Notes for issue only in a
Registered Exchange Offer or a Private Exchange, respectively, pursuant to a
Registration Rights Agreement, for a like principal amount of Initial Notes, in
each case upon delivery to the Trustee of a Company Order. Such Company Order
shall specify the amount of the Notes to be authenticated and the date on which
the original issue of Notes is to be authenticated and, in the case of any
issuance of Additional Notes pursuant to Section 2.13 of this Supplemental
Indenture, shall certify that such issuance is in compliance with Section 3.01
of this Supplemental Indenture.

         2.3      Transfer and Exchange.

         (a)      Transfer and Exchange of Global Notes. (i) The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository, in accordance with the Indenture (including applicable
restrictions on transfer set forth in this Appendix, if any) and the procedures
of the Depository therefor. A transferor of a beneficial interest in a Global
Note shall deliver to the Security Registrar a written order given in accordance
with the Depository's procedures containing information regarding the
participant account of the Depository to be credited with a beneficial interest
in the Global Note. The Security Registrar shall, in accordance with such
instructions instruct the Depository to credit to the account of the Person
specified in such instructions a beneficial interest in the Global Note and to
debit the account of the Person making the transfer the beneficial interest in
the Global Note being transferred.

                  (ii)     Notwithstanding any other provisions of this Appendix
         (other than the provisions set forth in Section 2.4), a Global Note may
         not be transferred as a whole except by the Depository to a nominee of
         the Depository or by a nominee of the Depository to the Depository or
         another nominee of the Depository or by the Depository or any such
         nominee to a successor Depository or a nominee of such successor
         Depository.

                  (iii)    In the event that a Restricted Global Note is
         exchanged for Notes in certificated registered form pursuant to Section
         2.4 of this Appendix, prior to the consummation of a Registered
         Exchange Offer or the effectiveness of a Shelf Registration Statement
         with respect to such Notes, such Notes may be exchanged only in
         accordance with such procedures as are substantially consistent with
         the provisions of this Section 2.3 (including the certification
         requirements set forth on the reverse of the Initial Notes intended to
         ensure that such transfers comply with Rule 144A, Regulation S or
         another exemption from registration under the Securities Act) and such
         other procedures as may from time to time be adopted by the Company.

         (b)      Legend.

                  (i)      Except as permitted by the following paragraphs (ii),
         (iii) and (iv), each Note certificate evidencing the Restricted Global
         Notes (and all Notes issued in exchange therefor or in substitution
         thereof) shall bear a legend in substantially the following form:

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
         TRANSACTION THAT WAS NOT REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
         OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1)
         TO A PERSON WHOM THE SELLER REASONABLY

                                       4


         BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
         OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
         IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN
         AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
         REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
         BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL
         ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
         SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
         JURISDICTIONS. THE HOLDER OF THIS NOTE SHALL BE DEEMED TO HAVE
         AGREED TO INDEMNIFY THE ISSUER AND THE SUBSIDIARY GUARANTORS
         AGAINST CERTAIN LOSSES ARISING OUT OF INFORMATION FURNISHED IN
         WRITING BY THE HOLDER OF THIS NOTE FOR INCLUSION IN ANY SHELF
         REGISTRATION STATEMENT UNDER THE CIRCUMSTANCES CONTEMPLATED BY
         THE REGISTRATION RIGHTS AGREEMENT.

                  (ii)     Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Restricted Global Note) pursuant to Rule 144 under the Securities Act,
         the Security Registrar shall permit the transferee thereof to exchange
         such Transfer Restricted Security for a certificated Note that does not
         bear the legend set forth above and rescind any restriction on the
         transfer of such Transfer Restricted Security, if the transferor
         thereof certifies in writing to the Registrar that such sale or
         transfer was made in reliance on Rule 144 (such certification to be in
         the form set forth on the reverse of the Note).

                  (iii)    After a transfer of any Initial Notes or Private
         Exchange Notes pursuant to and during the period of the effectiveness
         of a Shelf Registration Statement with respect to such Initial Notes or
         Private Exchange Notes, as the case may be, all requirements pertaining
         to legends on such Initial Note or such Private Exchange Note will
         cease to apply, the requirements requiring any such Initial Note or
         such Private Exchange Note issued to certain Holders be issued in
         global form will cease to apply, and a certificated Initial Note or
         Private Exchange Note or an Initial Note or Private Exchange Note in
         global form, in each case without restrictive transfer legends, will be
         available to the transferee of the Holder of such Initial Notes or
         Private Exchange Notes upon exchange of such transferring Holder's
         certificated Initial Note or Private Exchange Note or directions to
         transfer such Holder's interest in the Global Note, as applicable.

                  (iv)     Upon the consummation of a Registered Exchange Offer
         with respect to the Initial Notes, all requirements pertaining to such
         Initial Notes that Initial Notes issued to certain Holders be issued in
         global form will still apply with respect to Holders of such Initial
         Notes that do not exchange their Initial Notes, and Exchange Notes in
         certificated

                                       5


         or global form will be available to Holders that exchange such Initial
         Notes in such Registered Exchange Offer.

                  (v)      Upon the consummation of a Private Exchange with
         respect to the Initial Notes, all requirements pertaining to such
         Initial Notes that Initial Notes issued to certain Holders be issued in
         global form will still apply with respect to Holders of such Initial
         Notes that do not exchange their Initial Notes, and Private Exchange
         Notes in global form with the global Notes legend and the Restricted
         Notes legend set forth in Exhibit 1 hereto will be available to Holders
         that exchange such Initial Notes in such Private Exchange.

         (c)      Cancellation or Adjustment of Global Note. At such time as all
beneficial interests in a Global Note have either been exchanged for
certificated Notes, redeemed, purchased or canceled, such Global Note shall be
returned to the Depository for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for certificated Notes, redeemed, purchased or
canceled, the principal amount of Notes represented by such Global Note shall be
reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the Notes Custodian for such Global Note) with respect to such
Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

         (d)      Obligations with Respect to Transfers and Exchanges of Notes.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate
         certificated Notes and Global Notes at the Security Registrar's
         request.

                  (ii)     Prior to the due presentation for registration of
         transfer of any Note, the Company, the Subsidiary Guarantors, the
         Trustee, the Paying Agent and the Security Registrar may deem and treat
         the Person in whose name a Note is registered as the absolute owner of
         such Note for the purpose of receiving payment of principal of,
         premium, if any, interest and Special Interest, if any, on such Note
         and for all other purposes whatsoever, whether or not such Note is
         overdue, and none of the Company, the Subsidiary Guarantors, the
         Trustee, the Paying Agent or the Security Registrar shall be affected
         by notice to the contrary.

                  (iii)    All Notes issued upon any transfer or exchange
         pursuant to the terms of the Indenture shall evidence the same debt and
         shall be entitled to the same benefits under this Indenture (including,
         without limitation, accrued but unpaid interest) as the Notes
         surrendered upon such transfer or exchange.

         (e)      No Obligation of the Trustee.

                  (i)      The Trustee shall have no responsibility or
         obligation to any beneficial owner of a Global Note, a member of, or a
         participant in the Depository or other Person with respect to the
         accuracy of the records of the Depository or its nominee or of any
         participant or member thereof, with respect to any ownership interest
         in the Notes or with respect to the delivery to any participant,
         member, beneficial owner or other Person (other than the Depository) of
         any notice (including any notice of redemption) or the payment of any
         amount, under or with respect to such Notes. All notices and
         communications to be given to the Holders and all payments to be made
         to Holders under

                                       6


         the Notes shall be given or made only to or upon the order of the
         registered Holders (which shall be the Depository or its nominee in the
         case of a Global Note). The rights of beneficial owners in any Global
         Note shall be exercised only through the Depository subject to the
         applicable rules and procedures of the Depository. The Trustee may rely
         and shall be fully protected in relying upon information furnished by
         the Depository with respect to its members, participants and any
         beneficial owners.

                  (ii)     The Trustee shall have no obligation or duty to
         monitor, determine or inquire as to compliance with any restrictions on
         transfer imposed under the Indenture or under applicable law with
         respect to any transfer of any interest in any Note (including any
         transfers between or among Depository participants, members or
         beneficial owners in any Global Note) other than to require delivery of
         such certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by, the terms
         of this Indenture, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof.

         2.4      Certificated Notes.

         (a)      A Global Note deposited with the Depository or with the
Trustee as custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of certificated Notes
in an aggregate principal amount equal to the principal amount of such Global
Note, in exchange for such Global Note, only if such transfer complies with
Section 2.3 and (i) the Depository notifies the Company that it is unwilling or
unable to continue as Depository for such Global Note or if at any time such
Depository ceases to be a "clearing agency" registered under the Exchange Act
and in either event a successor Depository is not appointed by the Company
within 90 days of such notice, (ii) such Global Note is (a) held for the account
of Euroclear or Clearstream and (b) Euroclear or Clearstream, as the case may
be, (1) is closed for business for a continuous period of 14 days (other than by
reason of statutory or other holidays) or (2) announces an intention permanently
to cease business or does in fact do so or (iii) an Event of Default with
respect to the Notes has occurred and is continuing and DTC notifies the Trustee
of its decision to exchange such Global Note, or (iv) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of certificated Notes under this Indenture.

         (b)      Any Global Note that is transferable to the beneficial owners
thereof pursuant to this Section shall be surrendered by the Depository or the
Notes Custodian to the Trustee located at its Corporate Trust Office to be so
transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Note, an equal aggregate principal amount of certificated Notes of
authorized denominations. Any portion of a Global Note transferred pursuant to
this Section shall be executed, authenticated and delivered only in
denominations of $1,000 principal amount and any integral multiple thereof and
registered in such names as the Depository shall direct. Any certificated Note
or Private Exchange Note delivered in exchange for an interest in the Global
Note shall, except as otherwise provided by Section 2.3(b), bear the restricted
Notes legend set forth in Exhibit 1 hereto.

         (c)      Subject to the provisions of Section 2.4(b), the Holder of a
Global Note shall be entitled to grant proxies and otherwise authorize any
Person, including Agent Members and

                                       7


Persons that may hold interests through Agent Members, to take any action which
a Holder is entitled to take under this Indenture or the Notes.

         (d)      In the event of the occurrence of any of the events specified
in Section 2.4(a), the Company shall promptly make available to the Trustee a
reasonable supply of certificated Notes in definitive, fully registered form
without interest coupons.

                                       8


                                    EXHIBIT 1 TO RULE 144A/REGULATION S APPENDIX

                         [FORM OF FACE OF INITIAL NOTE]

                              [Global Notes Legend]

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE
REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

                            [Restricted Notes Legend]

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
THAT WAS NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THE
HOLDER

                                       1


OF THIS NOTE SHALL BE DEEMED TO HAVE AGREED TO INDEMNIFY THE ISSUER AND THE
SUBSIDIARY GUARANTORS AGAINST CERTAIN LOSSES ARISING OUT OF INFORMATION
FURNISHED IN WRITING BY THE HOLDER OF THIS NOTE FOR INCLUSION IN ANY SHELF
REGISTRATION STATEMENT UNDER THE CIRCUMSTANCES CONTEMPLATED BY THE REGISTRATION
RIGHTS AGREEMENT.

                                       2


                            GROUP 1 AUTOMOTIVE, INC.

No.                                                                    $

                                                                       CUSIP No.
                                                                        ISIN No.

               8.25% Senior Subordinated Note due August 15, 2013

         Group 1 Automotive, Inc., a Delaware corporation, promises to pay to
__________, or registered assigns, the principal sum of _______ Dollars on
August 15, 2013 [or such greater or lesser amount as may be indicated on
Schedule A hereto].(1)

         Interest Payment Dates:  February 15 and August 15.

         Regular Record Dates:  February 1 and August 1.

         Additional provisions of this Note are set forth on the other side of
this Note.

                                             GROUP 1 AUTOMOTIVE, INC.

                                             By: _______________________________
                                                 Name:
                                                 Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

WELLS FARGO BANK, N.A.,
  as Trustee, certifies that
  this is one of the Notes
  referred to in the Indenture.

By__________________________________
        Authorized Signatory

Dated: ________________________

- ------------------------
(1) If this Note is a Global Note, add this provision.

                                       3



                     [FORM OF REVERSE SIDE OF INITIAL NOTE]

                      8.25% Senior Note due August 15, 2013

         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

         1.       Interest. Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), promises (i) to pay interest on the principal amount of this
Note at 8.25% per annum from August 13, 2003 until maturity, provided that any
principal and premium, and any installment of interest, which is overdue shall
bear interest at the rate of 9.25% per annum (to the extent that the payment of
such interest shall be legally enforceable), and (ii) to pay the Special
Interest payable pursuant to Section 2(c) of the Registration Rights Agreement
referred to below. The Company will pay interest and Special Interest, if any,
semi-annually in arrears on February 15 and August 15 of each year, commencing
February 15, 2004, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided, however,
that if this Note is authenticated between a Regular Record Date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in the case of
the original issuance of Notes, in which case interest shall accrue from the
date of authentication. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

         2.       Method of Payment. The Company will pay interest on the Notes
and Special Interest to the Persons who are registered Holders of Notes at the
close of business on the February 1 or August 1 (each a "Regular Record Date")
next preceding the Interest Payment Date, even if such Notes are cancelled after
such Regular Record Date and on or before such Interest Payment Date, except as
provided in Section 307 of the Original Indenture with respect to Defaulted
Interest. Holders must surrender Notes to the Paying Agent to collect payments
of principal and premium, if any. The Notes will be payable as to principal,
premium, if any, interest and Special Interest, if any, at the office or agency
of the Company maintained for such purpose within the Borough of Manhattan, The
City and State of New York, or, at the option of the Company, payment of
interest and Additional Interest may be made by check mailed to the Holders at
their addresses set forth in the Security Register, and provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Additional Interest on all Global Notes.
Such payment shall be 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.

         3.       Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A.,
the Trustee under the Indenture, will act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without
notice to any Holder. The Company may act in any such capacity.

                                       4



         4.       Indenture. This Note is one of a duly authorized issue of
Securities of the Company, issued and to be issued under an Indenture dated as
of August 13, 2003 ("Original Indenture") among the Company, the Subsidiary
Guarantors and the Trustee, as supplemented and amended by the First
Supplemental Indenture of even date (the "Supplemental Indenture"). The Original
Indenture, as so supplemented and amended, is referred to herein as the
"Indenture." The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes are senior unsecured obligations of the
Company limited to $150,000,000 aggregate principal amount in the case of Notes
issued on the Closing Date.

         5.       Optional Redemption; Repurchases.

                  The Notes of this series are subject to redemption upon not
less than 30 nor more than 60 days' notice by mail in the event that on or
before August 15, 2006 the Company receives net proceeds from the sale of its
Common Stock in one or more Equity Offerings, in which case the Company may, at
its option, use all or a portion of any such net proceeds to redeem up to 35% of
the aggregate principal amount of the Notes (including any Additional Notes)
issued under the Indenture, provided, however, that at least 65% of the
aggregate principal amount of the Notes (including any Additional Notes) issued
under the Indenture remains outstanding after each such redemption. Any such
redemption must occur on a Redemption Date within 90 days of any such sale at a
Redemption Price of 108.25% of the principal amount of the Notes, together in
the case of any such redemption 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 Notes, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.

                  The Notes are further subject to redemption upon not less than
30 nor more than 60 days' notice by mail, at any time on or after August 15,
2008, 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 during the 12-month period beginning August 15 of the years indicated:



Year              Redemption Price
- ----              ----------------
               
2008                  104.125%
2009                  102.750%
2010                  101.375%


and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption 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 Notes, or one or
more Predecessor Securities, of record

                                       5



at the close of business on the relevant Regular Record Dates referred to on the
face hereof, all as provided in the Indenture.

                  Prior to August 15, 2008, upon not less than 30 nor more than
60 days' notice by mail the Company may redeem all or a part of the Notes upon
not less than 30 nor more than 60 days' notice, at a Redemption Price equal to
the greater of:

                           (1)      100% of the principal amount thereof; or

                           (2)      the present value, as determined by an
                  Independent Investment Banker, of

                                    (A)      104.125% of the principal amount of
                           the Notes being redeemed calculated as of August 15,
                           2008 (assuming a 360-day year consisting of twelve
                           30-day months), plus

                                    (B)      all required interest payments due
                           on such Notes through August 15, 2008 (excluding
                           accrued interest), discounted to the Redemption Date
                           on a semi-annual basis (assuming a 360-day year
                           consisting of twelve 30-day months) at the Adjusted
                           Treasury Rate, plus in each case accrued interest to
                           but excluding the Redemption Date (subject to the
                           right of Holders of record on the relevant Regular
                           Record Date to receive interest due on an Interest
                           Payment Date that is on or prior to the Redemption
                           Date).

                  The Notes are also subject to repurchase by the Company at the
option of the Holders in the event of a Change of Control or following certain
Asset Dispositions, all as provided in the Indenture.

                  In the event of redemption or repurchase of this Note in part
only, a new Note or Notes of like tenor for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

         6.       Subordination. The indebtedness evidenced by this Note is, to
the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Debt of the Company, and this
Note is issued subject to the provisions of the Indenture with respect thereto.
Each Holder of this Note, 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.

         7.       Subsidiary Guarantees. As provided in the Indenture and
subject to certain limitations therein set forth, the obligations of the Company
under this Note are guaranteed on a senior subordinated basis pursuant to the
Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary
Guarantor shall be released from its Subsidiary Guarantee upon compliance with
certain conditions.

                                       6



         8.       Events of Default; Remedies, Etc.

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

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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
Notes, the Holders of not less than 25% in principal amount of the Notes 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 Notes 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 Note 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
Note 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 Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         9.       Amendments. 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 Notes 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 Notes at the
time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes, 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 Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note 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 Note.

         10.      Transfer and Exchange of Notes.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Security Register, upon surrender of this Note 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 Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to

                                       7



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 Notes of
like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes 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.

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

         12.      Defeasance and Discharge. The Notes are subject to Covenant
Defeasance, Defeasance and satisfaction and discharge upon the terms and
conditions specified in the Indenture.

         13.      Trustee Dealings with Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14.      No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, member, partner or stockholder or
other owner of Capital Stock of the Company or any Subsidiary Guarantor, as
such, shall have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         15.      Authentication. This Note shall not be valid until
authenticated by the manual signature of an authorized signatory of the Trustee
or an Authenticating Agent.

         16.      Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

                                       8



         17.      Additional Rights and Obligations of Holders of Transfer
Restricted Securities. In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Transfer Restricted Securities shall have all
the rights and obligations set forth in the Registration Rights Agreement dated
as of August 13, 2003, among the Company, the Subsidiary Guarantors and the
Initial Purchasers named on the signature page thereof (the "Registration Rights
Agreement").

         18.      CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

         19.      Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         20.      Successor Company. In the event a successor assumes all the
obligations of the Company under the Notes and the Indenture, pursuant to the
terms thereof, the Company will be released from all such obligations.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

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

                                       9



                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint __________________ agent to transfer this Note on the
books of the Company. The agent may substitute another to act for him.

Date: _________________________         Your Signature: ________________________
                                        Sign exactly as your name appears on the
                                        other side of this Note.

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that such
Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1)      [ ]      to the Company; or

         (2)      [ ]      pursuant to an effective registration statement under
                           the Securities Act of 1933; or

         (3)      [ ]      inside the United States to a "qualified
                           institutional buyer" (as defined in Rule 144A under
                           the Securities Act of 1933) that purchases for its
                           own account or for the account of a qualified
                           institutional buyer to whom notice is given that such
                           transfer is being made in reliance on Rule 144A, in
                           each case pursuant to and in compliance with Rule
                           144A under the Securities Act of 1933; or

         (4)      [ ]      outside the United States in an offshore transaction
                           within the meaning of Regulation S under the
                           Securities Act in compliance with Rule 903 or 904
                           under the Securities Act of 1933; or

         (5)      [ ]      pursuant to the exemption from registration provided
                           by Rule 144 under the Securities Act of 1933; or

         (6)      [ ]      to an institutional accredited investor in a
                           transaction exempt from the registration requirements
                           of the Securities Act.

                                       10



Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (4), (5) or (6) is
checked, the Trustee shall be entitled to require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other information
as the Company has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.

                                             ___________________________________
                                             Signature

Signature Guarantee:

____________________________                 ___________________________________
Signature must be guaranteed                 Signature

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

________________________________________________________________________________

                                       11



TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:_____________________       ______________________________________________
                                  Notice: To be executed by an executive officer

                                       12



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 306 or 309 of the Supplemental Indenture, check the box
below:

           [ ] Section 306                        [ ] Section 309

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 306 or Section 309 of the Supplemental Indenture,
state the amount (in minimum denomination of $1,000 or integral multiples
thereof) you elect to have purchased: $____________

Date: ___________________     Your Signature: __________________________________
                                              (Sign exactly as your name appears
                                               on the Note)

                              Soc. Sec. or Tax Identification No.: _____________

Signature Guarantee: ___________________________________
                       (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       13



                         [TO BE ATTACHED TO GLOBAL NOTE]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:



            Amount of          Amount of       Principal Amount
           decrease in        increase in       of this Global       Signature of
         Principal Amount   Principal Amount    Note following    authorized officer
          of this Global     of this Global    such decrease or     of Trustee or
Date          Note               Note              increase        Notes Custodian
- ----     ----------------   ----------------   ----------------   ------------------
                                                      


                                       14


                              SUBSIDIARY GUARANTEE

                  For value received, each of the Subsidiary Guarantors named
(or deemed herein to be named) below hereby jointly and severally fully and
unconditionally guarantees to the Holder of the Note upon which this Subsidiary
Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and
punctual payment of the principal of (and premium, if any) and interest on such
Note 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,
according to the terms thereof and of the Indenture referred to therein and to
cover all the rights of the Trustee under Section 607 of the Original Indenture.
In case of the failure of the Company punctually to make any such payment, each
of the Subsidiary Guarantors 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.

                  Each of the Subsidiary Guarantors hereby jointly and severally
agrees that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or
enforceability of such Note or the Indenture, the absence of any action to
enforce the same or any release, amendment, waiver or indulgence granted to the
Company or any other guarantor, or any consent to departure from any requirement
of any other guarantee of all or of any of the Notes, 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
Subsidiary Guarantor, increase the principal amount of such Note, or increase
the interest rate thereon, or alter the Stated Maturity thereof. Each of the
Subsidiary Guarantors hereby waives the benefits of diligence, presentment,
demand of 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
Note or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in such Note and in this
Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default with respect to the
Notes, the Trustee or any of the Holders are prevented by applicable law from
exercising their respective rights to accelerate the maturity of the Notes, to
collect interest on the Notes, or to enforce or exercise any other right or
remedy with respect to the Notes, such Subsidiary 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.

                  The indebtedness of each Subsidiary Guarantor evidenced by
this Subsidiary Guarantee is, to the extent provided in the Indenture,
subordinate in right of

                                       15



payment to the prior payment in full of all Senior Debt of such Subsidiary
Guarantor, and the Subsidiary Guarantee of each Subsidiary Guarantor is issued
subject to the provisions of the Indenture with respect thereto.

                  No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Note upon which this Subsidiary Guarantee is endorsed.

                  Each Subsidiary Guarantor shall be subrogated to all rights of
the Holder of this Note against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Note pursuant to the provisions of
its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not 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 this Note and all other Notes issued under
the Indenture shall have been paid in full.

                  This 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
Notes is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Notes, 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 Notes 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.

                  The Subsidiary Guarantors or any particular Subsidiary
Guarantor shall be released from this Subsidiary Guarantee upon the terms and
subject to certain conditions provided in the Indenture.

                  By delivery to the Trustee of a supplement to the Indenture
referred to in the Note upon which this Subsidiary Guarantee is endorsed in
accordance with the terms of the Indenture, each Person that becomes a
Subsidiary Guarantor after the date of first issuance of the Notes will be
deemed to have executed and delivered this Subsidiary Guarantee for the benefit
of the Holder of the Note upon which this Subsidiary Guarantee is endorsed with
the same effect as if such Subsidiary Guarantor was named below and has executed
and delivered this Subsidiary Guarantee.

                  All terms used in this Subsidiary Guarantee which are defined
in the Indenture shall have the meanings assigned to them in such Indenture.

                                       16



                  This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

                  Reference is made to the Indenture for further provisions with
respect to this Subsidiary Guarantee.

                  This Subsidiary Guarantee shall be governed by and construed
in accordance with the laws of the State of New York.

                                       17



                  IN WITNESS WHEREOF, each of the Subsidiary Guarantors has
caused this Subsidiary Guarantee to be duly executed.

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

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

                              BOB HOWARD AUTOMOTIVE-EAST, INC.
                              BOB HOWARD AUTOMOTIVE-H, INC.
                              BOB HOWARD CHEVROLET, INC.
                              BOB HOWARD DODGE, INC.
                              BOB HOWARD MOTORS, INC.
                              BOB HOWARD NISSAN, INC.
                              BOHN HOLDINGS-DC, INC.
                              BOHN HOLDINGS-F, INC.
                              BOHN HOLDINGS-GM, INC.
                              BOHN HOLDINGS-S, INC.
                              CASA CHEVROLET INC.
                              CASA CHRYSLER PLYMOUTH JEEP INC.
                              DANVERS-DC, INC.
                              DANVERS-DCII, INC.
                              DANVERS-DCIII, INC.
                              DANVERS-GM, INC.
                              DANVERS-N, INC.
                              DANVERS-NII, INC.
                              DANVERS-S, INC.
                              DANVERS-SU, INC.
                              DANVERS-T, INC.
                              DANVERS-TII, INC.
                              DANVERS-TL, INC.
                              FMM, INC.
                              GPI ATLANTA-F, INC.
                              GPI ATLANTA-FLM, INC.
                              GPI ATLANTA-FLM II, INC.
                              GPI ATLANTA-T, INC.
                              GROUP 1 ASSOCIATES, INC.
                              HARVEY-T, INC.
                              HIGHLAND AUTOPLEX, INC.
                              HOWARD FORD, INC.
                              HOWARD PONTIAC-GMC, INC.
                              HOWARD-DC, INC.
                              HOWARD-DCII, INC.

                                       18



                              HOWARD-GM, INC.
                              HOWARD-GMII, INC.
                              HOWARD-GMIII, INC.
                              HOWARD-H, INC.
                              HOWARD-HA, INC.
                              HOWARD-FLM, INC.
                              HOWARD-SB, INC.
                              HOWARD-SI, INC.
                              JIM TIDWELL FORD, INC.
                              LUBY CHEVROLET CO.
                              MIKE SMITH AUTOMOTIVE-H, INC.
                              MIKE SMITH AUTOMOTIVE-N, INC.
                              MIKE SMITH AUTOPLAZA, INC.
                              MIKE SMITH AUTOPLEX BUICK, INC.
                              MIKE SMITH AUTOPLEX DODGE, INC.
                              MIKE SMITH AUTOPLEX, INC.
                              MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.
                              MIKE SMITH AUTOPLEX-V, INC.
                              MIKE SMITH GM, INC.
                              MIKE SMITH IMPORTS, INC.
                              MIKE SMITH MOTORS, INC.
                              MILLBRO, INC.
                              MILLER AUTOMOTIVE GROUP, INC.
                              MILLER FAMILY COMPANY, INC.
                              MILLER IMPORTS, INC.
                              MILLER INFINITI, INC.
                              MILLER MOTORS VAN NUYS, INC.
                              MILLER NISSAN, INC.
                              MILLER-NII, INC.
                              PERIMETER FORD, INC.
                              SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

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

                              AMARILLO MOTORS-C, LTD.
                              AMARILLO MOTORS-F, LTD.
                              AMARILLO MOTORS-FM, LTD.
                              AMARILLO MOTORS-J, LTD.
                              AMARILLO MOTORS-SM, LTD.
                              CHAPERRAL DODGE, LTD.
                              COLONIAL CHRYSLER-PLYMOUTH, LTD.
                              GPI, LTD.

                                       19



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

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

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

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

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

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

                                       20



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

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

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

                              BOHN-DC, LLC

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

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

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

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

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

                              HARVEY GM, LLC

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

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

                                       21



                              HARVEY SM, LLC

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

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

                              HARVEY OPERATIONS-T, LLC

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

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

                              IRA AUTOMOTIVE GROUP, LLC

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

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

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

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

                                       22



                              DELAWARE ACQUISITION-DC, LLC

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

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

                              DELAWARE ACQUISITION-F, LLC

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

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

                              DELAWARE ACQUISITION-GM, LLC

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

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

                              DELAWARE ACQUISITION-N, LLC

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

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

                                       23





                              DELAWARE ACQUISITION-T, LLC

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

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

                                       24




                                    EXHIBIT A TO RULE 144A/REGULATION S APPENDIX

                         [FORM OF FACE OF EXCHANGE NOTE
                       OR PRIVATE EXCHANGE NOTE] ___*/**/

*/ If the Note is to be issued in global form add the Global Notes Legend from
Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from such
Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE".

**/ If the Note is a Private Exchange Note issued in a Private Exchange to an
Initial Purchaser holding an unsold portion of its initial allotment, add the
Restricted Notes Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and
replace the Assignment Form included in this Exhibit A with the Assignment Form
included in such Exhibit 1.

All references to "Special Interest" in the Note shall be deleted unless if at
the date of issuance of the Exchange Note or Private Exchange Note (as the case
may be) any Registration Default (as defined in the Registration Rights
Agreement) has occurred with respect to the related Initial Notes during the
interest period in which such date of issuance occurs.

                                      A-1



                        [FORM OF FACE OF EXCHANGE NOTE OR
                             PRIVATE EXCHANGE NOTE]

                            GROUP 1 AUTOMOTIVE, INC.

No.                                                                    $

                                                                       CUSIP No.
                                                                        ISIN No.

               8.25% Senior Subordinated Note due August 15, 2013

         Group 1 Automotive, Inc., a Delaware corporation, promises to pay to
__________, or registered assigns, the principal sum of ______ Dollars on August
15, 2013 [or such greater or lesser amount as may be indicated on Schedule A
hereto].(2)

         Interest Payment Dates: February 15 and August 15.

         Regular Record Dates: February 1 and August 1.

         Additional provisions of this Note are set forth on the other side of
this Note.

                                                        GROUP 1 AUTOMOTIVE, INC.

                                                        By:_____________________
                                                           Name:
                                                           Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

WELLS FARGO BANK, N.A.,
  as Trustee, certifies that
  this is one of the Notes
  referred to in the Indenture.

By________________________________
       Authorized Signatory

Dated: ___________________________

- --------------
(2) If this Note is a Global Note, add this provision.

                                      A-2


        [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE]

               8.25% Senior Subordinated Note due August 15, 2013

         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

         1.       Interest. Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), promises (i) to pay interest on the principal amount of this
Note at 8.25% per annum from August 13, 2003 until maturity, provided that any
principal and premium, and any installment of interest, which is overdue shall
bear interest at the rate of 9.25% per annum (to the extent that the payment of
such interest shall be legally enforceable), and (ii) to pay the Special
Interest payable pursuant to Section 2(c) of the Registration Rights Agreement
referred to below. The Company will pay interest and Special Interest, if any,
semi-annually in arrears on February 15 and August 15 of each year, commencing
February 15, 2004, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided, however,
that if this Note is authenticated between a Regular Record Date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in the case of
the original issuance of Notes, in which case interest shall accrue from the
date of authentication. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

         2.       Method of Payment. The Company will pay interest on the Notes
and Special Interest to the Persons who are registered Holders of Notes at the
close of business on the February 1 or August 1 (each a "Regular Record Date")
next preceding the Interest Payment Date, even if such Notes are cancelled after
such Regular Record Date and on or before such Interest Payment Date, except as
provided in Section 307 of the Original Indenture with respect to Defaulted
Interest. Holders must surrender Notes to the Paying Agent to collect payments
of principal and premium, if any. The Notes will be payable as to principal,
premium, if any, interest and Special Interest, if any, at the office or agency
of the Company maintained for such purpose within the Borough of Manhattan, The
City and State of New York, or, at the option of the Company, payment of
interest and Additional Interest may be made by check mailed to the Holders at
their addresses set forth in the Security Register, and provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Additional Interest on all Global Notes.
Such payment shall be 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.

         3.       Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A.,
the Trustee under the Indenture, will act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without
notice to any Holder. The Company may act in any such capacity.

         4.       Indenture. This Note is one of a duly authorized issue of
Securities of the Company, issued and to be issued under an Indenture dated as
of August 13, 2003 ("Original

                                      A-3



Indenture") among the Company, the Subsidiary Guarantors and the Trustee, as
supplemented and amended by the First Supplemental Indenture of even date (the
"Supplemental Indenture"). The Original Indenture, as so supplemented and
amended, is referred to herein as the "Indenture." The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. The Notes are
senior unsecured obligations of the Company limited to $150,000,000 aggregate
principal amount in the case of Notes issued on the Closing Date.

         5.       Optional Redemption; Repurchase.

                  The Notes of this series are subject to redemption upon not
less than 30 nor more than 60 days' notice by mail in the event that on or
before August 15, 2006 the Company receives net proceeds from the sale of its
Common Stock in one or more Equity Offerings, in which case the Company may, at
its option, use all or a portion of any such net proceeds to redeem up to 35% of
the aggregate principal amount of the Notes (including any Additional Notes)
issued under the Indenture, provided, however, that at least 65% of the
aggregate principal amount of the Notes (including any Additional Notes) issued
under the Indenture remains outstanding after each such redemption. Any such
redemption must occur on a Redemption Date within 90 days of any such sale at a
Redemption Price of 108.25% of the principal amount of the Notes, together in
the case of any such redemption 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 Notes, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.

                  The Notes are further subject to redemption upon not less than
30 nor more than 60 days' notice by mail, at any time on or after August 15,
2008, 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 during the 12-month period beginning August 15 of the years indicated:



Year              Redemption Price
- ----              ----------------
               
2008                  104.125%
2009                  102.750%
2010                  101.375%


and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption 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 Notes, or one or
more Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.

                                      A-4



                  Prior to August 15, 2008, upon not less than 30 nor more than
60 days' notice by mail the Company may redeem all or a part of the Notes upon
not less than 30 nor more than 60 days' notice, at a Redemption Price equal to
the greater of:

                           (1)      100% of the principal amount thereof; or

                           (2)      the present value, as determined by an
                  Independent Investment Banker, of

                                    (A)      104.125% of the principal amount of
                           the Notes being redeemed calculated as of August 15,
                           2008 (assuming a 360-day year consisting of twelve
                           30-day months), plus

                                    (B)      all required interest payments due
                           on such Notes through August 15, 2008 (excluding
                           accrued interest), discounted to the Redemption Date
                           on a semi-annual basis (assuming a 360-day year
                           consisting of twelve 30-day months) at the Adjusted
                           Treasury Rate, plus in each case accrued interest to
                           but excluding the Redemption Date (subject to the
                           right of Holders of record on the relevant Regular
                           Record Date to receive interest due on an Interest
                           Payment Date that is on or prior to the Redemption
                           Date).

                  The Notes are also subject to repurchase by the Company at the
option of the Holders in the event of a Change of Control or following certain
Asset Dispositions, all as provided in the Indenture.

                  In the event of redemption or repurchase of this Note in part
only, a new Note or Notes of like tenor for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

         6.       Subordination. The indebtedness evidenced by this Note is, to
the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Debt of the Company, and this
Note is issued subject to the provisions of the Indenture with respect thereto.
Each Holder of this Note, 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.

         7.       Subsidiary Guarantees. As provided in the Indenture and
subject to certain limitations therein set forth, the obligations of the Company
under this Note are guaranteed on a senior subordinated basis pursuant to the
Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary
Guarantor shall be released from its Subsidiary Guarantee upon compliance with
certain conditions.

                                      A-5



         8.       Events of Default; Remedies, Etc.

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

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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
Notes, the Holders of not less than 25% in principal amount of the Notes 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 Notes 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 Note 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
Note 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 Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         9.       Amendments. 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 Notes 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 Notes at the
time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes, 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 Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note 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 Note.

         10.      Transfer and Exchange of Notes.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Security Register, upon surrender of this Note 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 Note 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 Notes of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                                      A-6



                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes 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.

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

         12.      Defeasance and Discharge. The Notes are subject to Covenant
Defeasance, Defeasance and satisfaction and discharge upon the terms and
conditions specified in the Indenture.

         13.      Trustee Dealings with Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14.      No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, member, partner or stockholder or
other owner of Capital Stock of the Company or any Subsidiary Guarantor, as
such, shall have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         15.      Authentication. This Note shall not be valid until
authenticated by the manual signature of an authorized signatory of the Trustee
or an Authenticating Agent.

         16.      Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17.      [Additional Rights and Obligations of Holders of Transfer
Restricted Securities. In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Transfer Restricted Securities shall have all
the rights and obligations set forth in the Registration Rights

                                      A-7



Agreement dated as of August 13, 2003, among the Company, the Subsidiary
Guarantors and the Initial Purchasers named on the signature page thereof (the
"Registration Rights Agreement").](3)

         18.      CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
and corresponding ISIN numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

         19.      Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         20.      Successor Company. In the event a successor assumes all the
obligations of the Company under the Notes and the Indenture, pursuant to the
terms thereof, the Company will be released from all such obligations.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture [and/or the Registration Rights Agreement](4).
Requests may be made to:

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

- ---------------------
(3) Delete if this Note is not being issued in exchange for an Initial Note.

(4) Delete if this Note is not being issued in exchange for an Initial Note.

                                      A-8



                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint __________________ agent to transfer this Note on the
books of the Company. The agent may substitute another to act for him.

Date: ____________         Your Signature: _____________________________________
                                           Sign exactly as your name appears on
                                           the other side of this Note.

                           Soc. Sec. or Tax Identification No.:_________________

Signature Guarantee: __________________________________________
                           (Signature must be guaranteed)

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

                                      A-9



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 306 or 309 of the Supplemental Indenture, check the box
below:

                 [ ] Section 306                 [ ] Section 309

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 306 or Section 309 of the Supplemental Indenture,
state the amount (in minimum denomination of $1,000 or integral multiples
thereof) you elected to have purchased: $____________

Date: ____________         Your Signature: _____________________________________
                                           (Sign exactly as your name appears on
                                           the other side of this Note)

                           Soc. Sec. or Tax Identification No.: ________________

Signature Guarantee: _________________________________
                      (Signature must be guaranteed)

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

                                      A-10



                              SUBSIDIARY GUARANTEE

                  For value received, each of the Subsidiary Guarantors named
(or deemed herein to be named) below hereby jointly and severally fully and
unconditionally guarantees to the Holder of the Note upon which this Subsidiary
Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and
punctual payment of the principal of (and premium, if any) and interest on such
Note 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,
according to the terms thereof and of the Indenture referred to therein and to
cover all the rights of the Trustee under Section 607 of the Original Indenture.
In case of the failure of the Company punctually to make any such payment, each
of the Subsidiary Guarantors 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.

                  Each of the Subsidiary Guarantors hereby jointly and severally
agrees that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or
enforceability of such Note or the Indenture, the absence of any action to
enforce the same or any release, amendment, waiver or indulgence granted to the
Company or any other guarantor, or any consent to departure from any requirement
of any other guarantee of all or of any of the Notes, 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
Subsidiary Guarantor, increase the principal amount of such Note, or increase
the interest rate thereon, or alter the Stated Maturity thereof. Each of the
Subsidiary Guarantors hereby waives the benefits of diligence, presentment,
demand of 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
Note or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in such Note and in this
Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default with respect to the
Notes, the Trustee or any of the Holders are prevented by applicable law from
exercising their respective rights to accelerate the maturity of Notes, to
collect interest on the Notes, or to enforce or exercise any other right or
remedy with respect to the Notes, such Subsidiary 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.

                  The indebtedness of each Subsidiary Guarantor evidenced by
this Subsidiary Guarantee is, to the extent provided in the Indenture,
subordinate in right of payment to the prior payment in full of all Senior Debt
of such Subsidiary Guarantor, and the Subsidiary Guarantee of each Subsidiary
Guarantor is issued subject to the provisions of the Indenture with respect
thereto.

                                      A-11



                  No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Note upon which this Subsidiary Guarantee is endorsed.

                  Each Subsidiary Guarantor shall be subrogated to all rights of
the Holder of this Note against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Security pursuant to the provisions
of its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not 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 this Note and all other Notes issued under
the Indenture shall have been paid in full.

                  This 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
Notes is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Notes, 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 Notes 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.

                  The Subsidiary Guarantors or any particular Subsidiary
Guarantor shall be released from this Subsidiary Guarantee upon the terms and
subject to certain conditions provided in the Indenture.

                  By delivery to the Trustee of a supplement to the Indenture
referred to in the Note upon which this Subsidiary Guarantee is endorsed in
accordance with the terms of the Indenture, each Person that becomes a
Subsidiary Guarantor after the date of first issuance of the Notes will be
deemed to have executed and delivered this Subsidiary Guarantee for the benefit
of the Holder of the Note upon which this Subsidiary Guarantee is endorsed with
the same effect as if such Subsidiary Guarantor was named below and has executed
and delivered this Subsidiary Guarantee.

                  All terms used in this Subsidiary Guarantee which are defined
in the Indenture shall have the meanings assigned to them in such Indenture.

                  This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

                                      A-12



                  Reference is made to the Indenture for further provisions with
respect to this Subsidiary Guarantee.

                  This Subsidiary Guarantee shall be governed by and construed
in accordance with the laws of the State of New York.

                                      A-13



                  IN WITNESS WHEREOF, each of the Subsidiary Guarantors has
caused this Subsidiary Guarantee to be duly executed.

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

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

                                    BOB HOWARD AUTOMOTIVE-EAST, INC.
                                    BOB HOWARD AUTOMOTIVE-H, INC.
                                    BOB HOWARD CHEVROLET, INC.
                                    BOB HOWARD DODGE, INC.
                                    BOB HOWARD MOTORS, INC.
                                    BOB HOWARD NISSAN, INC.
                                    BOHN HOLDINGS-DC, INC.
                                    BOHN HOLDINGS-F, INC.
                                    BOHN HOLDINGS-GM, INC.
                                    BOHN HOLDINGS-S, INC.
                                    CASA CHEVROLET INC.
                                    CASA CHRYSLER PLYMOUTH JEEP INC.
                                    DANVERS-DC, INC.
                                    DANVERS-DCII, INC.
                                    DANVERS-DCIII, INC.
                                    DANVERS-GM, INC.
                                    DANVERS-N, INC.
                                    DANVERS-NII, INC.
                                    DANVERS-S, INC.
                                    DANVERS-SU, INC.
                                    DANVERS-T, INC.
                                    DANVERS-TII, INC.
                                    DANVERS-TL, INC.
                                    FMM, INC.
                                    GPI ATLANTA-F, INC.
                                    GPI ATLANTA-FLM, INC.
                                    GPI ATLANTA-FLM II, INC.
                                    GPI ATLANTA-T, INC.
                                    GROUP 1 ASSOCIATES, INC.
                                    HARVEY-T, INC.
                                    HIGHLAND AUTOPLEX, INC.
                                    HOWARD FORD, INC.
                                    HOWARD PONTIAC-GMC, INC.
                                    HOWARD-DC, INC.
                                    HOWARD-DCII, INC.
                                    HOWARD-GM, INC.

                                      A-14



                                    HOWARD-GMII, INC.
                                    HOWARD-GMIII, INC.
                                    HOWARD-H, INC.
                                    HOWARD-HA, INC.
                                    HOWARD-FLM, INC.
                                    HOWARD-SB, INC.
                                    HOWARD-SI, INC.
                                    JIM TIDWELL FORD, INC.
                                    LUBY CHEVROLET CO.
                                    MIKE SMITH AUTOMOTIVE-H, INC.
                                    MIKE SMITH AUTOMOTIVE-N, INC.
                                    MIKE SMITH AUTOPLAZA, INC.
                                    MIKE SMITH AUTOPLEX BUICK, INC.
                                    MIKE SMITH AUTOPLEX DODGE, INC.
                                    MIKE SMITH AUTOPLEX, INC.
                                    MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.
                                    MIKE SMITH AUTOPLEX-V, INC.
                                    MIKE SMITH GM, INC.
                                    MIKE SMITH IMPORTS, INC.
                                    MIKE SMITH MOTORS, INC.
                                    MILLBRO, INC.
                                    MILLER AUTOMOTIVE GROUP, INC.
                                    MILLER FAMILY COMPANY, INC.
                                    MILLER IMPORTS, INC.
                                    MILLER INFINITI, INC.
                                    MILLER MOTORS VAN NUYS, INC.
                                    MILLER NISSAN, INC.
                                    MILLER-NII, INC.
                                    PERIMETER FORD, INC.
                                    SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

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

                                    AMARILLO MOTORS-C, LTD.
                                    AMARILLO MOTORS-F, LTD.
                                    AMARILLO MOTORS-FM, LTD.
                                    AMARILLO MOTORS-J, LTD.
                                    AMARILLO MOTORS-SM, LTD.
                                    CHAPERRAL DODGE, LTD.
                                    COLONIAL CHRYSLER-PLYMOUTH, LTD.
                                    GPI, LTD.
                                    KUTZ-DC, LTD.

                                      A-15



                                    KUTZ-N, LTD.
                                    LUBBOCK MOTORS, LTD.
                                    LUBBOCK MOTORS-F, LTD.
                                    LUBBOCK MOTORS-S, LTD.
                                    LUBBOCK MOTORS-SH, LTD.
                                    LUBBOCK MOTORS-T, LTD.
                                    MAXWELL CHRYSLER DODGE JEEP, LTD.
                                    MAXWELL FORD, LTD.
                                    MAXWELL-G, LTD.
                                    MAXWELL-N, LTD.
                                    MAXWELL-NII, LTD.
                                    MAXWELL-SM, LTD.
                                    MCCALL-H, LTD.
                                    MCCALL-HA, LTD.
                                    MCCALL-N, LTD.
                                    MCCALL-T, LTD.
                                    MCCALL-TII, LTD.
                                    MCCALL-TL, LTD.
                                    PRESTIGE CHRYSLER NORTHWEST, LTD.
                                    PRESTIGE CHRYSLER SOUTH, LTD.
                                    ROCKWALL AUTOMOTIVE-DCD, LTD.
                                    ROCKWALL AUTOMOTIVE-F, LTD.

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

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

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

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

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

                                      A-16




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

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

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

                                    BOHN-DC, LLC

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

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

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

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

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

                                    HARVEY GM, LLC

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

                                      A-17




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

                                    HARVEY SM, LLC

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

                                    By:  /s/ Scott L. Thompson
                                        _______________________________________
                                    Name: Scott L. Thompson
                                    Title: Vice President
                                    HARVEY OPERATIONS-T, LLC

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

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

                                    IRA AUTOMOTIVE GROUP, LLC

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

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

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

                                      A-18



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

                                    DELAWARE ACQUISITION-DC, LLC

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

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

                                    DELAWARE ACQUISITION-F, LLC

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

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

                                    DELAWARE ACQUISITION-GM, LLC

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

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

                                    DELAWARE ACQUISITION-N, LLC

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

                                    By:  /s/ Mathew J. Baer
                                        ________________________________________

                                    Name:  Mathew J. Baer
                                    Title: President and Secretary

                                    DELAWARE ACQUISITION-T, LLC

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

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

                                      A-19

EX-4.8

                                                                     EXHIBIT 4.8

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

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                 August 13, 2003

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

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

Ladies and Gentlemen:

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

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

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

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

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

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

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

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



                                                                  EXECUTION COPY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        2



                                                                  EXECUTION COPY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         2.       Registration Under the Securities Act.

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

                                        3



                                                                  EXECUTION COPY

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

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

                                        4



                                                                  EXECUTION COPY

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

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

                                        5



                                                                  EXECUTION COPY

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

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

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

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

         3.       Registration Procedures.

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

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

                                        6



                                                                  EXECUTION COPY

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

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

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

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

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

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

                                        7



                                                                  EXECUTION COPY

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

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

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

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

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

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

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

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

                                        8



                                                                  EXECUTION COPY

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

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

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

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

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

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

                                        9



                                                                  EXECUTION COPY

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

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

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

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

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

                                       10



                                                                  EXECUTION COPY

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

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

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

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

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

                                       11



                                                                  EXECUTION COPY

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

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

                                       12



                                                                  EXECUTION COPY

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

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

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

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

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

                                       13



                                                                  EXECUTION COPY

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

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

         4.       Registration Expenses.

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

                                       14



                                                                  EXECUTION COPY

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

         5.       Representations and Warranties.

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

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

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

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

                                       15



                                                                  EXECUTION COPY

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

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

         6.       Indemnification.

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

                                       16



                                                                  EXECUTION COPY

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

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

                                       17



                                                                  EXECUTION COPY

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

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

         7.       Underwritten Offerings.

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

                                       18



                                                                  EXECUTION COPY

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

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

         8.       Rule 144.

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

         9.       Miscellaneous.

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

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

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

                                       19



                                                                  EXECUTION COPY

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

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

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

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

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

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

                                       20



                                                                  EXECUTION COPY

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

                                       21



                                                                  EXECUTION COPY

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

                                        Very truly yours,

                                        THE COMPANY:

                                        GROUP 1 AUTOMOTIVE, INC.

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

                                        SUBSIDIARY GUARANTORS:

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

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

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

                                       22



                                                                  EXECUTION COPY

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

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

                                       23



                                                                  EXECUTION COPY

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

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

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

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

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

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

                                       24



                                                                  EXECUTION COPY

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

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

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

                                        BOHN-DC, LLC

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

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

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

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

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

                                        HARVEY GM, LLC

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

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

                                        HARVEY SM, LLC

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

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

                                       25



                                                                  EXECUTION COPY

                                        HARVEY OPERATIONS-T, LLC

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

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

                                        IRA AUTOMOTIVE GROUP, LLC

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

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

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

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

                                        DELAWARE ACQUISITION-DC, LLC

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

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

                                        DELAWARE ACQUISITION-F, LLC

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

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

                                        DELAWARE ACQUISITION-GM, LLC

                                       26



                                                                  EXECUTION COPY

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

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

                                        DELAWARE ACQUISITION-N, LLC

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

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

                                        DELAWARE ACQUISITION-T, LLC

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

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

Accepted as of the date hereof:

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

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

                                       27



                                                                  EXECUTION COPY

                                                                       EXHIBIT A

                            Group 1 Automotive, Inc.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*

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

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

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

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

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



                                                                  EXECUTION COPY

                            Group 1 Automotive, Inc.

                        Notice of Registration Statement

                                       and

                      Selling Securityholder Questionnaire

                                     (Date)

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

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

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

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



                                                                  EXECUTION COPY

                                    ELECTION

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

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

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



                                                                  EXECUTION COPY

                                  QUESTIONNAIRE

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

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

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

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

(3)      Beneficial Ownership of Securities:

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

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

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

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

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

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

         State any exceptions here:

(5)      Relationships with the Company:

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

         State any exceptions here:



                                                                  EXECUTION COPY

(6)      Plan of Distribution:

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

         State any exceptions here:

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

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

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

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

                  (i)      To the Company:

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

                                        __________________________________



                                                                  EXECUTION COPY

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

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



                                                                  EXECUTION COPY

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

Dated:__________________

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

         By:____________________________________________________________________
         Name:
         Title:

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

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



                                                                  EXECUTION COPY

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

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

Attention: Trust Officer

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

Dear Sirs:

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

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

Dated:
                                        Very truly yours,

                                            ____________________________________
                                            (Name)

                                        By: ____________________________________
                                            (Authorized Signature)

EX-4.9

                                                                     EXHIBIT 4.9

                            GROUP 1 AUTOMOTIVE, INC.
                                144A GLOBAL NOTE

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE
REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
THAT WAS NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATIONS UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THE
HOLDER OF THIS NOTE SHALL BE DEEMED TO HAVE AGREED TO INDEMNIFY THE ISSUER AND
THE SUBSIDIARY GUARANTORS AGAINST CERTAIN LOSSES ARISING OUT OF INFORMATION
FURNISHED IN WRITING BY THE HOLDER OF THIS NOTE FOR INCLUSION IN ANY SHELF
REGISTRATION STATEMENT UNDER THE CIRCUMSTANCES CONTEMPLATED BY THE REGISTRATION
RIGHTS AGREEMENT.

                                       1


                            GROUP 1 AUTOMOTIVE, INC.

No. R-1                                                       $149,650,000

                                                         CUSIP No. 398905 AB 5
                                                         ISIN No. US398905AB50

               8.25% Senior Subordinated Note due August 15, 2013

         Group 1 Automotive, Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum of One Hundred Forty-Nine
Million, Six Hundred and Fifty Thousand Dollars on August 15, 2013 or such
greater or lesser amount as may be indicated on Schedule A hereto.

         Interest Payment Dates: February 15 and August 15.

         Regular Record Dates: February 1 and August 1.

         Additional provisions of this Note are set forth on the other side of
this Note.

                                        GROUP 1 AUTOMOTIVE, INC.

                                        By: /s/ Scott L. Thompson
                                           ________________________________
                                            Scott L. Thompson
                                            Executive Vice President

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

WELLS FARGO BANK, N.A.,
  as Trustee, certifies that
  this is one of the Notes
  referred to in the Indenture.

By      /s/ DEIRDRE H. WARD
  ________________________________
        Authorized Signatory

Dated: August 13, 2003

                                       2


                                 [REVERSE SIDE]

                      8.25% Senior Note due August 15, 2013

         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

         1.       Interest. Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), promises (i) to pay interest on the principal amount of this
Note at 8.25% per annum from August 13, 2003 until maturity, provided that any
principal and premium, and any installment of interest, which is overdue shall
bear interest at the rate of 9.25% per annum (to the extent that the payment of
such interest shall be legally enforceable), and (ii) to pay the Special
Interest payable pursuant to Section 2(c) of the Registration Rights Agreement
referred to below. The Company will pay interest and Special Interest, if any,
semi-annually in arrears on February 15 and August 15 of each year, commencing
February 15, 2004, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided, however,
that if this Note is authenticated between a Regular Record Date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in the case of
the original issuance of Notes, in which case interest shall accrue from the
date of authentication. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

         2.       Method of Payment. The Company will pay interest on the Notes
and Special Interest to the Persons who are registered Holders of Notes at the
close of business on the February 1 or August 1 (each a "Regular Record Date")
next preceding the Interest Payment Date, even if such Notes are cancelled after
such Regular Record Date and on or before such Interest Payment Date, except as
provided in Section 307 of the Original Indenture with respect to Defaulted
Interest. Holders must surrender Notes to the Paying Agent to collect payments
of principal and premium, if any. The Notes will be payable as to principal,
premium, if any, interest and Special Interest, if any, at the office or agency
of the Company maintained for such purpose within the Borough of Manhattan, The
City and State of New York, or, at the option of the Company, payment of
interest and Additional Interest may be made by check mailed to the Holders at
their addresses set forth in the Security Register, and provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Additional Interest on all Global Notes.
Such payment shall be 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.

         3.       Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A.,
the Trustee under the Indenture, will act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without
notice to any Holder. The Company may act in any such capacity.

         4.       Indenture. This Note is one of a duly authorized issue of
Securities of the Company, issued and to be issued under an Indenture dated as
of August 13, 2003 ("Original Indenture") among the Company, the Subsidiary
Guarantors and the Trustee, as supplemented

                                       3


and amended by the First Supplemental Indenture of even date (the "Supplemental
Indenture"). The Original Indenture, as so supplemented and amended, is referred
to herein as the "Indenture." The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes are senior unsecured
obligations of the Company limited to $150,000,000 aggregate principal amount in
the case of Notes issued on the Closing Date.

         5.       Optional Redemption; Repurchases.

                  The Notes of this series are subject to redemption upon not
less than 30 nor more than 60 days' notice by mail in the event that on or
before August 15, 2006 the Company receives net proceeds from the sale of its
Common Stock in one or more Equity Offerings, in which case the Company may, at
its option, use all or a portion of any such net proceeds to redeem up to 35% of
the aggregate principal amount of the Notes (including any Additional Notes)
issued under the Indenture, provided, however, that at least 65% of the
aggregate principal amount of the Notes (including any Additional Notes) issued
under the Indenture remains outstanding after each such redemption. Any such
redemption must occur on a Redemption Date within 90 days of any such sale at a
Redemption Price of 108.25% of the principal amount of the Notes, together in
the case of any such redemption 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 Notes, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.

                  The Notes are further subject to redemption upon not less than
30 nor more than 60 days' notice by mail, at any time on or after August 15,
2008, 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 during the 12-month period beginning August 15 of the years indicated:



Year                   Redemption Price
- ----                   ----------------
                    
2008                       104.125%
2009                       102.750%
2010                       101.375%


and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption 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 Notes, or one or
more Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.

                  Prior to August 15, 2008, upon not less than 30 nor more than
60 days' notice by mail the Company may redeem all or a part of the Notes upon
not less than 30 nor more than 60 days' notice, at a Redemption Price equal to
the greater of:

                                       4


                           (1)      100% of the principal amount thereof; or

                           (2)      the present value, as determined by an
                  Independent Investment Banker, of

                                    (A)      104.125% of the principal amount of
                           the Notes being redeemed calculated as of August 15,
                           2008 (assuming a 360-day year consisting of twelve
                           30-day months), plus

                                    (B)      all required interest payments due
                           on such Notes through August 15, 2008 (excluding
                           accrued interest), discounted to the Redemption Date
                           on a semi-annual basis (assuming a 360-day year
                           consisting of twelve 30-day months) at the Adjusted
                           Treasury Rate, plus in each case accrued interest to
                           but excluding the Redemption Date (subject to the
                           right of Holders of record on the relevant Regular
                           Record Date to receive interest due on an Interest
                           Payment Date that is on or prior to the Redemption
                           Date).

                  The Notes are also subject to repurchase by the Company at the
option of the Holders in the event of a Change of Control or following certain
Asset Dispositions, all as provided in the Indenture.

                  In the event of redemption or repurchase of this Note in part
only, a new Note or Notes of like tenor for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

         6.       Subordination. The indebtedness evidenced by this Note is, to
the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Debt of the Company, and this
Note is issued subject to the provisions of the Indenture with respect thereto.
Each Holder of this Note, 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.

         7.       Subsidiary Guarantees. As provided in the Indenture and
subject to certain limitations therein set forth, the obligations of the Company
under this Note are guaranteed on a senior subordinated basis pursuant to the
Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary
Guarantor shall be released from its Subsidiary Guarantee upon compliance with
certain conditions.

         8.       Events of Default; Remedies, Etc.

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

                                       5


                  As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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
Notes, the Holders of not less than 25% in principal amount of the Notes 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 Notes 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 Note 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
Note 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 Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         9.       Amendments. 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 Notes 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 Notes at the
time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes, 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 Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note 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 Note.

         10.      Transfer and Exchange of Notes.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Security Register, upon surrender of this Note 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 Note 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 Notes of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of

                                       6


Notes 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.

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

         12.      Defeasance and Discharge. The Notes are subject to Covenant
Defeasance, Defeasance and satisfaction and discharge upon the terms and
conditions specified in the Indenture.

         13.      Trustee Dealings with Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14.      No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, member, partner or stockholder or
other owner of Capital Stock of the Company or any Subsidiary Guarantor, as
such, shall have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         15.      Authentication. This Note shall not be valid until
authenticated by the manual signature of an authorized signatory of the Trustee
or an Authenticating Agent.

         16.      Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17.      Additional Rights and Obligations of Holders of Transfer
Restricted Securities. In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Transfer Restricted Securities shall have all
the rights and obligations set forth in the Registration Rights Agreement dated
as of August 13, 2003, among the Company, the Subsidiary Guarantors and the
Initial Purchasers named on the signature page thereof (the "Registration Rights
Agreement").

         18.      CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the

                                       7


accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

         19.      Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         20.      Successor Company. In the event a successor assumes all the
obligations of the Company under the Notes and the Indenture, pursuant to the
terms thereof, the Company will be released from all such obligations.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

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

                                       8


                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint __________________ agent to transfer this Note on the
books of the Company. The agent may substitute another to act for him.

Date: _______________________      Your Signature: ____________________________
                                   Sign exactly as your name appears on the
                                     other side of this Note.

________________________________________________________________________________

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that such
Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1)      [ ]      to the Company; or

         (2)      [ ]      pursuant to an effective registration statement
                           under the Securities Act of 1933; or

         (3)      [ ]      inside the United States to a "qualified
                           institutional buyer" (as defined in Rule 144A under
                           the Securities Act of 1933) that purchases for its
                           own account or for the account of a qualified
                           institutional buyer to whom notice is given that such
                           transfer is being made in reliance on Rule 144A, in
                           each case pursuant to and in compliance with Rule
                           144A under the Securities Act of 1933; or

         (4)      [ ]      outside the United States in an offshore transaction
                           within the meaning of Regulation S under the
                           Securities Act in compliance with Rule 903 or 904
                           under the Securities Act of 1933; or

         (5)      [ ]      pursuant to the exemption from registration provided
                           by Rule 144 under the Securities Act of 1933; or

         (6)      [ ]      to an institutional accredited investor in a
                           transaction exempt from the registration requirements
                           of the Securities Act.

                                       9


Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (4), (5) or (6) is
checked, the Trustee shall be entitled to require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other information
as the Company has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.

                                             ___________________________________
                                             Signature

Signature Guarantee:

_____________________________________        ___________________________________
Signature must be guaranteed                 Signature

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
________________________________________________________________________________

                                       10


TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated: _________________      __________________________________________________
                              Notice: To be executed by an executive officer

                                       11


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 306 or 309 of the Supplemental Indenture, check the box
below:

               [ ] Section 306              [ ] Section 309

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 306 or Section 309 of the Supplemental Indenture,
state the amount (in minimum denomination of $1,000 or integral multiples
thereof) you elect to have purchased: $____________

Date: _________________        Your Signature: ________________________________
                                                 (Sign exactly as your name
                                                    appears on the Note)

                               Soc. Sec. or Tax Identification No.: ___________

Signature Guarantee: ___________________________________
                       (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       12


                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:



                                                            Principal Amount of       Signature of
           Amount of decrease     Amount of increase         this Global Note      authorized officer
           in Principal Amount    in Principal Amount         following such          of Trustee or
Date       of this Global Note    of this Global Note      decrease or increase      Notes Custodian
- ----       -------------------    -------------------      --------------------    ------------------
                                                                       


                                       13


                              SUBSIDIARY GUARANTEE

                  For value received, each of the Subsidiary Guarantors named
(or deemed herein to be named) below hereby jointly and severally fully and
unconditionally guarantees to the Holder of the Note upon which this Subsidiary
Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and
punctual payment of the principal of (and premium, if any) and interest on such
Note 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,
according to the terms thereof and of the Indenture referred to therein and to
cover all the rights of the Trustee under Section 607 of the Original Indenture.
In case of the failure of the Company punctually to make any such payment, each
of the Subsidiary Guarantors 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.

                  Each of the Subsidiary Guarantors hereby jointly and severally
agrees that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or
enforceability of such Note or the Indenture, the absence of any action to
enforce the same or any release, amendment, waiver or indulgence granted to the
Company or any other guarantor, or any consent to departure from any requirement
of any other guarantee of all or of any of the Notes, 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
Subsidiary Guarantor, increase the principal amount of such Note, or increase
the interest rate thereon, or alter the Stated Maturity thereof. Each of the
Subsidiary Guarantors hereby waives the benefits of diligence, presentment,
demand of 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
Note or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in such Note and in this
Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default with respect to the
Notes, the Trustee or any of the Holders are prevented by applicable law from
exercising their respective rights to accelerate the maturity of the Notes, to
collect interest on the Notes, or to enforce or exercise any other right or
remedy with respect to the Notes, such Subsidiary 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.

                  The indebtedness of each Subsidiary Guarantor evidenced by
this Subsidiary Guarantee is, to the extent provided in the Indenture,
subordinate in right of payment to the prior payment in full of all Senior Debt
of such Subsidiary Guarantor, and the Subsidiary Guarantee of each Subsidiary
Guarantor is issued subject to the provisions of the Indenture with respect
thereto.

                                       14


                  No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Note upon which this Subsidiary Guarantee is endorsed.

                  Each Subsidiary Guarantor shall be subrogated to all rights of
the Holder of this Note against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Note pursuant to the provisions of
its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not 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 this Note and all other Notes issued under
the Indenture shall have been paid in full.

                  This 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
Notes is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Notes, 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 Notes 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.

                  The Subsidiary Guarantors or any particular Subsidiary
Guarantor shall be released from this Subsidiary Guarantee upon the terms and
subject to certain conditions provided in the Indenture.

                  By delivery to the Trustee of a supplement to the Indenture
referred to in the Note upon which this Subsidiary Guarantee is endorsed in
accordance with the terms of the Indenture, each Person that becomes a
Subsidiary Guarantor after the date of first issuance of the Notes will be
deemed to have executed and delivered this Subsidiary Guarantee for the benefit
of the Holder of the Note upon which this Subsidiary Guarantee is endorsed with
the same effect as if such Subsidiary Guarantor was named below and has executed
and delivered this Subsidiary Guarantee.

                  All terms used in this Subsidiary Guarantee which are defined
in the Indenture shall have the meanings assigned to them in such Indenture.

                  This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

                                       15


                  Reference is made to the Indenture for further provisions with
respect to this Subsidiary Guarantee.

                  This Subsidiary Guarantee shall be governed by and construed
in accordance with the laws of the State of New York.

                                       16


                  IN WITNESS WHEREOF, each of the Subsidiary Guarantors has
caused this Subsidiary Guarantee to be duly executed.

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

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

                                      BOB HOWARD AUTOMOTIVE-EAST, INC.
                                      BOB HOWARD AUTOMOTIVE-H, INC.
                                      BOB HOWARD CHEVROLET, INC.
                                      BOB HOWARD DODGE, INC.
                                      BOB HOWARD MOTORS, INC.
                                      BOB HOWARD NISSAN, INC.
                                      BOHN HOLDINGS-DC, INC.
                                      BOHN HOLDINGS-F, INC.
                                      BOHN HOLDINGS-GM, INC.
                                      BOHN HOLDINGS-S, INC.
                                      CASA CHEVROLET INC.
                                      CASA CHRYSLER PLYMOUTH JEEP INC.
                                      DANVERS-DC, INC.
                                      DANVERS-DCII, INC.
                                      DANVERS-DCIII, INC.
                                      DANVERS-GM, INC.
                                      DANVERS-N, INC.
                                      DANVERS-NII, INC.
                                      DANVERS-S, INC.
                                      DANVERS-SU, INC.
                                      DANVERS-T, INC.
                                      DANVERS-TII, INC.
                                      DANVERS-TL, INC.
                                      FMM, INC.
                                      GPI ATLANTA-F, INC.
                                      GPI ATLANTA-FLM, INC.
                                      GPI ATLANTA-FLM II, INC.
                                      GPI ATLANTA-T, INC.
                                      GROUP 1 ASSOCIATES, INC.
                                      HARVEY-T, INC.
                                      HIGHLAND AUTOPLEX, INC.
                                      HOWARD FORD, INC.
                                      HOWARD PONTIAC-GMC, INC.
                                      HOWARD-DC, INC.
                                      HOWARD-DCII, INC.

                                       17


                                      HOWARD-GM, INC.
                                      HOWARD-GMII, INC.
                                      HOWARD-GMIII, INC.
                                      HOWARD-H, INC.
                                      HOWARD-HA, INC.
                                      HOWARD-FLM, INC.
                                      HOWARD-SB, INC.
                                      HOWARD-SI, INC.
                                      JIM TIDWELL FORD, INC.
                                      LUBY CHEVROLET CO.
                                      MIKE SMITH AUTOMOTIVE-H, INC.
                                      MIKE SMITH AUTOMOTIVE-N, INC.
                                      MIKE SMITH AUTOPLAZA, INC.
                                      MIKE SMITH AUTOPLEX BUICK, INC.
                                      MIKE SMITH AUTOPLEX DODGE, INC.
                                      MIKE SMITH AUTOPLEX, INC.
                                      MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.
                                      MIKE SMITH AUTOPLEX-V, INC.
                                      MIKE SMITH GM, INC.
                                      MIKE SMITH IMPORTS, INC.
                                      MIKE SMITH MOTORS, INC.
                                      MILLBRO, INC.
                                      MILLER AUTOMOTIVE GROUP, INC.
                                      MILLER FAMILY COMPANY, INC.
                                      MILLER IMPORTS, INC.
                                      MILLER INFINITI, INC.
                                      MILLER MOTORS VAN NUYS, INC.
                                      MILLER NISSAN, INC.
                                      MILLER-NII, INC.
                                      PERIMETER FORD, INC.
                                      SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

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

                                      AMARILLO MOTORS-C, LTD.
                                      AMARILLO MOTORS-F, LTD.
                                      AMARILLO MOTORS-FM, LTD.
                                      AMARILLO MOTORS-J, LTD.
                                      AMARILLO MOTORS-SM, LTD.
                                      CHAPERRAL DODGE, LTD.
                                      COLONIAL CHRYSLER-PLYMOUTH, LTD.
                                      GPI, LTD.

                                       18


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

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

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

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

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

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

                                       19


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

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

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

                                      BOHN-DC, LLC

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

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

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

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

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

                                      HARVEY GM, LLC

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

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

                                       20


                                      HARVEY SM, LLC

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

                                      By: /s/ Scott L. Thompson
                                          ______________________________________
                                      Name: Scott L. Thompson
                                      Title: Vice President
                                      HARVEY OPERATIONS-T, LLC

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

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

                                      IRA AUTOMOTIVE GROUP, LLC

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

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

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

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

                                       21


                                      DELAWARE ACQUISITION-DC, LLC

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

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

                                      DELAWARE ACQUISITION-F, LLC

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

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

                                      DELAWARE ACQUISITION-GM, LLC

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

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

                                      DELAWARE ACQUISITION-N, LLC

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

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

                                       22


                                      DELAWARE ACQUISITION-T, LLC

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

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

                                       23

EX-4.10

                                                                    EXHIBIT 4.10

                            GROUP 1 AUTOMOTIVE, INC.
                            REGULATION S GLOBAL NOTE

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE
REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
THAT WAS NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THE
HOLDER OF THIS NOTE SHALL BE DEEMED TO HAVE AGREED TO INDEMNIFY THE ISSUER AND
THE SUBSIDIARY GUARANTORS AGAINST CERTAIN LOSSES ARISING OUT OF INFORMATION
FURNISHED IN WRITING BY THE HOLDER OF THIS NOTE FOR INCLUSION IN ANY SHELF
REGISTRATION STATEMENT UNDER THE CIRCUMSTANCES CONTEMPLATED BY THE REGISTRATION
RIGHTS AGREEMENT.

                                       1



                            GROUP 1 AUTOMOTIVE, INC.

        No. R-2                                                 $350,000

                                                           CUSIP No. U03903 AA 6
                                                           ISIN No. USU03903AA60

               8.25% Senior Subordinated Note due August 15, 2013

         Group 1 Automotive, Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum of Three Hundred and Fifty
Thousand Dollars on August 15, 2013 or such greater or lesser amount as may be
indicated on Schedule A hereto.

         Interest Payment Dates: February 15 and August 15.

         Regular Record Dates: February 1 and August 1.

         Additional provisions of this Note are set forth on the other side of
this Note.

                                               GROUP 1 AUTOMOTIVE, INC.

                                               By: /s/ Scott L. Thompson
                                                  ______________________________
                                                   Scott L. Thompson
                                                   Executive Vice President

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

WELLS FARGO BANK, N.A.,
     as Trustee, certifies that
     this is one of the Notes
     referred to in the Indenture.

By   /s/ DEIRDRE H. WARD
  __________________________
     Authorized Signatory

Dated: August 13, 2003

                                       2


                                 [REVERSE SIDE]

                      8.25% Senior Note due August 15, 2013

         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

         1.       Interest. Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), promises (i) to pay interest on the principal amount of this
Note at 8.25% per annum from August 13, 2003 until maturity, provided that any
principal and premium, and any installment of interest, which is overdue shall
bear interest at the rate of 9.25% per annum (to the extent that the payment of
such interest shall be legally enforceable), and (ii) to pay the Special
Interest payable pursuant to Section 2(c) of the Registration Rights Agreement
referred to below. The Company will pay interest and Special Interest, if any,
semi-annually in arrears on February 15 and August 15 of each year, commencing
February 15, 2004, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided, however,
that if this Note is authenticated between a Regular Record Date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in the case of
the original issuance of Notes, in which case interest shall accrue from the
date of authentication. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

         2.       Method of Payment. The Company will pay interest on the Notes
and Special Interest to the Persons who are registered Holders of Notes at the
close of business on the February 1 or August 1 (each a "Regular Record Date")
next preceding the Interest Payment Date, even if such Notes are cancelled after
such Regular Record Date and on or before such Interest Payment Date, except as
provided in Section 307 of the Original Indenture with respect to Defaulted
Interest. Holders must surrender Notes to the Paying Agent to collect payments
of principal and premium, if any. The Notes will be payable as to principal,
premium, if any, interest and Special Interest, if any, at the office or agency
of the Company maintained for such purpose within the Borough of Manhattan, The
City and State of New York, or, at the option of the Company, payment of
interest and Additional Interest may be made by check mailed to the Holders at
their addresses set forth in the Security Register, and provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Additional Interest on all Global Notes.
Such payment shall be 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.

         3.       Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A.,
the Trustee under the Indenture, will act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without
notice to any Holder. The Company may act in any such capacity.

         4.       Indenture. This Note is one of a duly authorized issue of
Securities of the Company, issued and to be issued under an Indenture dated as
of August 13, 2003 ("Original Indenture") among the Company, the Subsidiary
Guarantors and the Trustee, as supplemented

                                       3


and amended by the First Supplemental Indenture of even date (the "Supplemental
Indenture"). The Original Indenture, as so supplemented and amended, is referred
to herein as the "Indenture." The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes are senior unsecured
obligations of the Company limited to $150,000,000 aggregate principal amount in
the case of Notes issued on the Closing Date.

         5.       Optional Redemption; Repurchases.

                  The Notes of this series are subject to redemption upon not
less than 30 nor more than 60 days' notice by mail in the event that on or
before August 15, 2006 the Company receives net proceeds from the sale of its
Common Stock in one or more Equity Offerings, in which case the Company may, at
its option, use all or a portion of any such net proceeds to redeem up to 35% of
the aggregate principal amount of the Notes (including any Additional Notes)
issued under the Indenture, provided, however, that at least 65% of the
aggregate principal amount of the Notes (including any Additional Notes) issued
under the Indenture remains outstanding after each such redemption. Any such
redemption must occur on a Redemption Date within 90 days of any such sale at a
Redemption Price of 108.25% of the principal amount of the Notes, together in
the case of any such redemption 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 Notes, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.

                  The Notes are further subject to redemption upon not less than
30 nor more than 60 days' notice by mail, at any time on or after August 15,
2008, 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 during the 12-month period beginning August 15 of the years indicated:



Year                                 Redemption Price
- ----                                 ----------------
                                  
2008                                     104.125%
2009                                     102.750%
2010                                     101.375%


and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption 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 Notes, or one or
more Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.

                  Prior to August 15, 2008, upon not less than 30 nor more than
60 days' notice by mail the Company may redeem all or a part of the Notes upon
not less than 30 nor more than 60 days' notice, at a Redemption Price equal to
the greater of:

                                       4


                           (1)      100% of the principal amount thereof; or

                           (2)      the present value, as determined by an
                  Independent Investment Banker, of

                                    (A)      104.125% of the principal amount of
                           the Notes being redeemed calculated as of August 15,
                           2008 (assuming a 360-day year consisting of twelve
                           30-day months), plus

                                    (B)      all required interest payments due
                           on such Notes through August 15, 2008 (excluding
                           accrued interest), discounted to the Redemption Date
                           on a semi-annual basis (assuming a 360-day year
                           consisting of twelve 30-day months) at the Adjusted
                           Treasury Rate, plus in each case accrued interest to
                           but excluding the Redemption Date (subject to the
                           right of Holders of record on the relevant Regular
                           Record Date to receive interest due on an Interest
                           Payment Date that is on or prior to the Redemption
                           Date).

                  The Notes are also subject to repurchase by the Company at the
option of the Holders in the event of a Change of Control or following certain
Asset Dispositions, all as provided in the Indenture.

                  In the event of redemption or repurchase of this Note in part
only, a new Note or Notes of like tenor for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

         6.       Subordination. The indebtedness evidenced by this Note is, to
the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Debt of the Company, and this
Note is issued subject to the provisions of the Indenture with respect thereto.
Each Holder of this Note, 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.

         7.       Subsidiary Guarantees. As provided in the Indenture and
subject to certain limitations therein set forth, the obligations of the Company
under this Note are guaranteed on a senior subordinated basis pursuant to the
Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary
Guarantor shall be released from its Subsidiary Guarantee upon compliance with
certain conditions.

         8.       Events of Default; Remedies, Etc.

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

                                       5


                  As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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
Notes, the Holders of not less than 25% in principal amount of the Notes 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 Notes 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 Note 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
Note 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 Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         9.       Amendments. 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 Notes 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 Notes at the
time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes, 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 Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note 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 Note.

         10.      Transfer and Exchange of Notes.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Security Register, upon surrender of this Note 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 Note 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 Notes of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of

                                       6


Notes 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.

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

         12.      Defeasance and Discharge. The Notes are subject to Covenant
Defeasance, Defeasance and satisfaction and discharge upon the terms and
conditions specified in the Indenture.

         13.      Trustee Dealings with Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14.      No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, member, partner or stockholder or
other owner of Capital Stock of the Company or any Subsidiary Guarantor, as
such, shall have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         15.      Authentication. This Note shall not be valid until
authenticated by the manual signature of an authorized signatory of the Trustee
or an Authenticating Agent.

         16.      Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17.      Additional Rights and Obligations of Holders of Transfer
Restricted Securities. In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Transfer Restricted Securities shall have all
the rights and obligations set forth in the Registration Rights Agreement dated
as of August 13, 2003, among the Company, the Subsidiary Guarantors and the
Initial Purchasers named on the signature page thereof (the "Registration Rights
Agreement").

         18.      CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the

                                       7


accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

         19.      Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         20.      Successor Company. In the event a successor assumes all the
obligations of the Company under the Notes and the Indenture, pursuant to the
terms thereof, the Company will be released from all such obligations.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

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

                                       8


                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint __________________ agent to transfer this Note on the
books of the Company. The agent may substitute another to act for him.

Date:_____________________________   Your Signature:___________________________
                                                     Sign exactly as your name
                                                     appears on the other side
                                                         of this Note.
________________________________________________________________________________

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that such
Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1)      [ ]      to the Company; or

         (2)      [ ]      pursuant to an effective registration statement under
                           the Securities Act of 1933; or

         (3)      [ ]      inside the United States to a "qualified
                           institutional buyer" (as defined in Rule 144A under
                           the Securities Act of 1933) that purchases for its
                           own account or for the account of a qualified
                           institutional buyer to whom notice is given that such
                           transfer is being made in reliance on Rule 144A, in
                           each case pursuant to and in compliance with Rule
                           144A under the Securities Act of 1933; or

         (4)      [ ]      outside the United States in an offshore transaction
                           within the meaning of Regulation S under the
                           Securities Act in compliance with Rule 903 or 904
                           under the Securities Act of 1933; or

         (5)      [ ]      pursuant to the exemption from registration provided
                           by Rule 144 under the Securities Act of 1933; or

         (6)      [ ]      to an institutional accredited investor in a
                           transaction exempt from the registration requirements
                           of the Securities Act.

                                       9


Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (4), (5) or (6) is
checked, the Trustee shall be entitled to require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other information
as the Company has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.

                                                ________________________________
                                                Signature

Signature Guarantee:

________________________________                ________________________________
Signature must be guaranteed                    Signature

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

________________________________________________________________________________

                                       10


TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:_______________________    _______________________________________________
                                 Notice: To be executed by an executive officer

                                       11


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 306 or 309 of the Supplemental Indenture, check the box
below:

           [ ] Section 306                  [ ] Section 309

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 306 or Section 309 of the Supplemental Indenture,
state the amount (in minimum denomination of $1,000 or integral multiples
thereof) you elect to have purchased: $____________

Date:____________________        Your Signature:________________________________
                                                  (Sign exactly as your name
                                                   appears on the Note)

                                 Soc. Sec. or Tax Identification No.:___________

Signature Guarantee: ___________________________________
                        (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       12


                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:




                                                               Principal Amount of       Signature of
                 Amount of decrease     Amount of increase      this Global Note      authorized officer
                 in Principal Amount    in Principal Amount      following such          of Trustee or
Date             of this Global Note    of this Global Note   decrease or increase      Notes Custodian
- ----             -------------------    -------------------   --------------------    -------------------
                                                                          


                                       13


                              SUBSIDIARY GUARANTEE

                  For value received, each of the Subsidiary Guarantors named
(or deemed herein to be named) below hereby jointly and severally fully and
unconditionally guarantees to the Holder of the Note upon which this Subsidiary
Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and
punctual payment of the principal of (and premium, if any) and interest on such
Note 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,
according to the terms thereof and of the Indenture referred to therein and to
cover all the rights of the Trustee under Section 607 of the Original Indenture.
In case of the failure of the Company punctually to make any such payment, each
of the Subsidiary Guarantors 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.

                  Each of the Subsidiary Guarantors hereby jointly and severally
agrees that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or
enforceability of such Note or the Indenture, the absence of any action to
enforce the same or any release, amendment, waiver or indulgence granted to the
Company or any other guarantor, or any consent to departure from any requirement
of any other guarantee of all or of any of the Notes, 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
Subsidiary Guarantor, increase the principal amount of such Note, or increase
the interest rate thereon, or alter the Stated Maturity thereof. Each of the
Subsidiary Guarantors hereby waives the benefits of diligence, presentment,
demand of 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
Note or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in such Note and in this
Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default with respect to the
Notes, the Trustee or any of the Holders are prevented by applicable law from
exercising their respective rights to accelerate the maturity of the Notes, to
collect interest on the Notes, or to enforce or exercise any other right or
remedy with respect to the Notes, such Subsidiary 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.

                  The indebtedness of each Subsidiary Guarantor evidenced by
this Subsidiary Guarantee is, to the extent provided in the Indenture,
subordinate in right of payment to the prior payment in full of all Senior Debt
of such Subsidiary Guarantor, and the Subsidiary Guarantee of each Subsidiary
Guarantor is issued subject to the provisions of the Indenture with respect
thereto.

                                       14


                  No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Note upon which this Subsidiary Guarantee is endorsed.

                  Each Subsidiary Guarantor shall be subrogated to all rights of
the Holder of this Note against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Note pursuant to the provisions of
its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not 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 this Note and all other Notes issued under
the Indenture shall have been paid in full.

                  This 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
Notes is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of the Notes, 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 Notes 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.

                  The Subsidiary Guarantors or any particular Subsidiary
Guarantor shall be released from this Subsidiary Guarantee upon the terms and
subject to certain conditions provided in the Indenture.

                  By delivery to the Trustee of a supplement to the Indenture
referred to in the Note upon which this Subsidiary Guarantee is endorsed in
accordance with the terms of the Indenture, each Person that becomes a
Subsidiary Guarantor after the date of first issuance of the Notes will be
deemed to have executed and delivered this Subsidiary Guarantee for the benefit
of the Holder of the Note upon which this Subsidiary Guarantee is endorsed with
the same effect as if such Subsidiary Guarantor was named below and has executed
and delivered this Subsidiary Guarantee.

                  All terms used in this Subsidiary Guarantee which are defined
in the Indenture shall have the meanings assigned to them in such Indenture.

                  This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

                                       15


                  Reference is made to the Indenture for further provisions with
respect to this Subsidiary Guarantee.

                  This Subsidiary Guarantee shall be governed by and construed
in accordance with the laws of the State of New York.

                                       16


                  IN WITNESS WHEREOF, each of the Subsidiary Guarantors has
caused this Subsidiary Guarantee to be duly executed.

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

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

                                      BOB HOWARD AUTOMOTIVE-EAST, INC.
                                      BOB HOWARD AUTOMOTIVE-H, INC.
                                      BOB HOWARD CHEVROLET, INC.
                                      BOB HOWARD DODGE, INC.
                                      BOB HOWARD MOTORS, INC.
                                      BOB HOWARD NISSAN, INC.
                                      BOHN HOLDINGS-DC, INC.
                                      BOHN HOLDINGS-F, INC.
                                      BOHN HOLDINGS-GM, INC.
                                      BOHN HOLDINGS-S, INC.
                                      CASA CHEVROLET INC.
                                      CASA CHRYSLER PLYMOUTH JEEP INC.
                                      DANVERS-DC, INC.
                                      DANVERS-DCII, INC.
                                      DANVERS-DCIII, INC.
                                      DANVERS-GM, INC.
                                      DANVERS-N, INC.
                                      DANVERS-NII, INC.
                                      DANVERS-S, INC.
                                      DANVERS-SU, INC.
                                      DANVERS-T, INC.
                                      DANVERS-TII, INC.
                                      DANVERS-TL, INC.
                                      FMM, INC.
                                      GPI ATLANTA-F, INC.
                                      GPI ATLANTA-FLM, INC.
                                      GPI ATLANTA-FLM II, INC.
                                      GPI ATLANTA-T, INC.
                                      GROUP 1 ASSOCIATES, INC.
                                      HARVEY-T, INC.
                                      HIGHLAND AUTOPLEX, INC.
                                      HOWARD FORD, INC.
                                      HOWARD PONTIAC-GMC, INC.
                                      HOWARD-DC, INC.
                                      HOWARD-DCII, INC.

                                       17


                                      HOWARD-GM, INC.
                                      HOWARD-GMII, INC.
                                      HOWARD-GMIII, INC.
                                      HOWARD-H, INC.
                                      HOWARD-HA, INC.
                                      HOWARD-FLM, INC.
                                      HOWARD-SB, INC.
                                      HOWARD-SI, INC.
                                      JIM TIDWELL FORD, INC.
                                      LUBY CHEVROLET CO.
                                      MIKE SMITH AUTOMOTIVE-H, INC.
                                      MIKE SMITH AUTOMOTIVE-N, INC.
                                      MIKE SMITH AUTOPLAZA, INC.
                                      MIKE SMITH AUTOPLEX BUICK, INC.
                                      MIKE SMITH AUTOPLEX DODGE, INC.
                                      MIKE SMITH AUTOPLEX, INC.
                                      MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.
                                      MIKE SMITH AUTOPLEX-V, INC.
                                      MIKE SMITH GM, INC.
                                      MIKE SMITH IMPORTS, INC.
                                      MIKE SMITH MOTORS, INC.
                                      MILLBRO, INC.
                                      MILLER AUTOMOTIVE GROUP, INC.
                                      MILLER FAMILY COMPANY, INC.
                                      MILLER IMPORTS, INC.
                                      MILLER INFINITI, INC.
                                      MILLER MOTORS VAN NUYS, INC.
                                      MILLER NISSAN, INC.
                                      MILLER-NII, INC.
                                      PERIMETER FORD, INC.
                                      SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

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

                                      AMARILLO MOTORS-C, LTD.
                                      AMARILLO MOTORS-F, LTD.
                                      AMARILLO MOTORS-FM, LTD.
                                      AMARILLO MOTORS-J, LTD.
                                      AMARILLO MOTORS-SM, LTD.
                                      CHAPERRAL DODGE, LTD.
                                      COLONIAL CHRYSLER-PLYMOUTH, LTD.
                                      GPI, LTD.

                                       18


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

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

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

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

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

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

                                       19


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

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

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

                                      BOHN-DC, LLC

                                      By: BOHN HOLDINGS-DC, INC.,
                                          as sole member
                                      By: /s/ Scott L. Thompson
                                         _______________________________________
                                      Name:  Scott L. Thompson
                                      Title: Vice President

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

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

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

                                      HARVEY GM, LLC

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

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

                                       20


                                      HARVEY SM, LLC

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

                                      By: /s/ Scott L. Thompson
                                         ______________________________________
                                      Name:  Scott L. Thompson
                                      Title: Vice President
                                      HARVEY OPERATIONS-T, LLC

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

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

                                      IRA AUTOMOTIVE GROUP, LLC

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

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

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

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

                                       21



                                      DELAWARE ACQUISITION-DC, LLC

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

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

                                      DELAWARE ACQUISITION-F, LLC

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

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

                                      DELAWARE ACQUISITION-GM, LLC

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

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

                                      DELAWARE ACQUISITION-N, LLC

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

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

                                       22



                                      DELAWARE ACQUISITION-T, LLC

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

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

                                       23

EX-5.1

                                                                     EXHIBIT 5.1


                                                      VINSON & ELKINS L.L.P.
                                                      2300 FIRST CITY TOWER
                                                      1001 FANNIN STREET
                                                      HOUSTON, TEXAS  77002-6760
                                                      TELEPHONE (713) 758-2222
                                                      FAX (713) 758-2346
                                                      www.velaw.com


                               September 24, 2003

Group 1 Automotive, Inc.
950 Echo Lane, Suite 100
Houston, Texas  77024

         Re: Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as counsel for Group 1 Automotive, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the Registration Statement on Form S-4 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act") of (i) the offer and exchange by the Company (the
"Exchange Offer") of $150,000,000 aggregate principal amount of its 8.25% Senior
Subordinated Notes due August 15, 2013 (the "Initial Notes"), for a new series
of notes bearing substantially identical terms and in like principal amount (the
"Exchange Notes") and (ii) the guarantees (the "Guarantees") of certain
subsidiaries of the Company listed in the Registration Statement as guarantors
(the "Designated Guarantors") of the Exchange Notes. The Initial Notes and the
Exchange Notes are collectively referred to herein as the "Notes." The Initial
Notes were issued, and the Exchange Notes will be issued, under an Indenture
dated as of August 13, 2003 among the Company, the Designated Guarantors and
Wells Fargo Bank, N.A., as Trustee, and the First Supplemental Indenture dated
as of August 13, 2003 among the Company, the Designated Guarantors and Wells
Fargo Bank, N.A., as Trustee (the Indenture and the First Supplemental
Indenture, collectively, the "Indenture"). The Exchange Offer will be conducted
on such terms and conditions as are set forth in the prospectus contained in the
Registration Statement to which this opinion is filed as an exhibit.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Registration Statement, (ii) the Indenture and
(iii) such other corporate records, certificates, statutes and other instruments
and documents as we have considered necessary or appropriate for purposes of the
opinions hereafter expressed. In connection with this opinion, we have assumed
that the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective and the Exchange Notes
will be issued and sold in compliance with applicable federal and state
securities laws and in the manner described in the Registration Statement.

         Based on the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that when the
Exchange Notes have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Indenture,

Page 2
September 24, 2003


(i) such Exchange Notes will be legally issued and will constitute valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms, and (ii) the Guarantees of the Designated Guarantors will be
valid and binding obligations of such Designated Guarantors, enforceable against
each such Designated Guarantor in accordance with their terms, subject in each
case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other laws relating to or affecting creditors' rights generally and to
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law).

         We express no opinions concerning (a) the validity or enforceability of
any provisions contained in the Indenture that purport to waive or not give
effect to rights to notices, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law; or (b) the
enforceability of indemnification or contribution provisions to the extent they
purport to relate to liabilities resulting from or based upon negligence or any
violation of federal or state securities or blue sky laws.

         In rendering the foregoing opinions and with your permission, we have
relied, without independent investigation, upon (1) the opinion of Jeffer,
Mangels, Butler & Marmaro LLP with respect to the laws of the State of
California, (2) the opinion of Scoggins & Goodman, P.C. with respect to the laws
of the State of Georgia, (3) the opinion of Calvert Law Firm with respect to the
laws of the State of Oklahoma and (4) the opinion of Sutin, Thayer & Browne, A
Professional Corporation with respect to the laws of the State of New Mexico.

         We are members of the bar of the State of Texas. Except to the extent
of the reliance on the opinions described in the preceding paragraph, the
opinions expressed herein are limited exclusively to the federal laws of the
United States of America, the laws of the State of Texas, the contract law of
the State of New York, the laws of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction, domestic or
foreign. You should be aware that we are not admitted to practice law in the
State of Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within the category of person
whose consent is required under Section 7 of the Securities Act or the rules and
regulation of the Commission issued thereunder.

                                               Very truly yours,


                                               /s/ Vinson & Elkins L.L.P.

EX-5.2

                                                                    EXHIBIT 5.2


                     JEFFER, MANGELS, BUTLER & MARMARO LLP
       A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                                ATTORNEYS AT LAW
                                  SEVENTH FLOOR
                            1900 AVENUE OF THE STARS
                       LOS ANGELES, CALIFORNIA 90067-4308

TELEPHONE: (310) 203-8080                          SAN FRANCISCO OFFICE
FACSIMILE: (310) 203-0567                              FIFTH FLOOR
                                                 TWO EMBARCADERO CENTER
                                           SAN FRANCISCO, CALIFORNIA 94111-3824
                                                TELEPHONE: (415) 398-8080
                                                FACSIMILE: (415) 398-5584

                                                        REF./FILE NO.
                                                         63373-001


                               September 24, 2003



Group 1 Automotive, Inc.
950 Echo Lane, Suite 100
Houston, Texas  77024


         RE:  GROUP 1 AUTOMOTIVE, INC. AND ITS SUBSIDIARIES
              REGISTRATION STATEMENT ON FORM S-4 RELATED TO EXCHANGE OF
              $150,000,000 PRINCIPAL AMOUNT OF 8.25% SENIOR SUBORDINATED NOTES
              DUE AUGUST 15, 2013 OF GROUP I  AUTOMOTIVE, INC. FOR NEW
              REGISTERED NOTES

Ladies and Gentlemen:

         We have acted as special California counsel for Group 1 Automotive,
Inc., a Delaware corporation (the "Company"), with respect to certain legal
matters described herein in connection with the Registration Statement on Form
S-4 (the "REGISTRATION STATEMENT") filed with the Securities and Exchange
Commission (the "COMMISSION") in connection with the registration by the Company
under the Securities Act of 1933, as amended (the "SECURITIES ACT") of (i) the
offer and exchange by the Company (the "EXCHANGE OFFER") of $150,000,000
aggregate principal amount of its 8.25% Senior Subordinated Notes due August 15,
2013 (the "INITIAL NOTES"), for a new series of notes bearing substantially
identical terms and in like principal amount (the "EXCHANGE NOTES") and (ii) the
guarantees (the "GUARANTEES") of certain subsidiaries of the Company listed on
Schedule I attached hereto as guarantors (the "DESIGNATED GUARANTORS") of the
Exchange Notes. The Initial Notes and the Exchange Notes are collectively
referred to herein as the "NOTES." The Initial Notes were issued, and the
Exchange Notes will be issued, under an Indenture dated as of August 13, 2003
among the Company, the Designated Guarantors and certain other Guarantors and
Wells Fargo Bank, N.A., as Trustee, and the First Supplemental Indenture dated
as of August 13, 2003 among the Company, the Designated Guarantors and certain
other Guarantors and Wells Fargo Bank, N.A., as Trustee (the Indenture and the
First Supplemental Indenture, collectively, the "INDENTURE"). The Exchange Offer
will be conducted on such terms and conditions as are set forth in the
prospectus contained in the Registration Statement to which this opinion is
filed as an exhibit.

         We have not participated in the negotiation or preparation of the
Registration Statement, the Indenture or the Guarantees. In our capacity as
special California counsel, we have examined only copies of the documents listed
on Schedule II hereof (such documents collectively being the "DESIGNATED
GUARANTOR DOCUMENTS"); we have not examined copies of any other documents
related to the Registration Statement, the Initial Notes or the Exchange



JEFFER, MANGELS, BUTLER & MARMARO LLP

Group 1 Automotive, Inc.
September 24, 2003
Page 2

Notes. In connection with this opinion, we have assumed that the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and the Exchange Notes will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
described in the Registration Statement.

         In our review and examination of the Designated Guarantor Documents we
have assumed: (i) the genuineness of all signatures; (ii) the authenticity of
all documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
photostatic copies thereof; (iii) except with respect to the Designated
Guarantors in connection with the Designated Guarantor Documents, that all
signatories have adequate power and authority and have taken all necessary
actions to execute, deliver and perform such parties' obligations under such
documents and have executed and delivered such documents; and (iv) each person
signing a document is a competent adult person not operating under any legal
disability, duress or having been defrauded in the execution of documents.

         In rendering the opinions set forth herein, we have relied upon
certificates of officers of the Company and/or the Designated Guarantors,
certificates of public officials and such other documents, records and
information as we have deemed necessary or appropriate.

         In rendering this opinion, we have not made any independent
investigation as to accuracy or completeness of any facts or representations,
warranties, data or other information, whether written or oral, that may have
been made by or on behalf of the parties, except as specifically set forth
herein.

         In rendering this opinion, we have assumed that there are no
understandings, documents or agreements between or among any of the parties to
any of the Designated Guarantor Documents that would expand or otherwise modify
the obligations of the parties regarding the transactions contemplated by the
Designated Guarantor Documents or would have any effect on the opinions rendered
herein.

         Based upon the foregoing, and subject to the qualifications set forth
herein, it is our opinion that: (1) each of the Designated Guarantors has been
duly incorporated and is validly existing as a corporation, in good standing
under the laws of the State of California, with corporate power and authority to
own its properties and conduct its business as described in the Registration
Statement, (2) the Indenture and the Guarantees have been duly authorized,
executed and delivered by each of the Designated Guarantors, and (3) each
Designated Guarantor had, as of the date the Indenture and Guarantees were
signed, full corporate power and authority to issue the Guarantee to which that
Designated Guarantor is a party.

         We are licensed to practice law only in the State of California. The
foregoing opinion applies only with respect to the effect of federal law and the
laws of the State of California on the subject transaction, and we express no
opinion with respect to the laws of any other jurisdiction.



JEFFER, MANGELS, BUTLER & MARMARO LLP

Group 1 Automotive, Inc.
September 24, 2003
Page 2

         This opinion is limited to the matters expressly set forth herein, and
no opinion is implied or may be inferred beyond the matters expressly stated
herein.

         This opinion is delivered to you solely in connection with the Exchange
Offer, may be relied on by you and Vinson & Elkins L.L.P., but may not be relied
upon by any other person or for any other purpose. This opinion is stated as of
the date hereof, and we assume no responsibility to advise you or any other
person or entity of changes which may hereafter be brought to our attention.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within the category of person
whose consent is required under Section 7 of the Securities Act or the rules and
regulation of the Commission issued thereunder.


                                       Respectfully submitted,


                                       /s/ Jeffer, Mangels, Butler & Marmaro LLP
                                       -----------------------------------------
                                       Jeffer, Mangels, Butler & Marmaro LLP

CJD/p



                                   Schedule I

                        California Subsidiary Guarantors

FMM, Inc.
Millbro, Inc.
Miller Automotive Group, Inc.
Miller Family Company, Inc.
Miller Imports, Inc.
Miller Infiniti, Inc.
Miller Motors Van Nuys, Inc.
Miller Nissan, Inc.



                                   Schedule II


                         Designated Guarantor Documents


1.       the Indenture;

2.       the Guarantees executed by each Designated Guarantor;

3.       that portion of the Registration Statement that describes the business
         of the Designated Guarantors (which consists of the description of the
         business of the Company and its subsidiaries in the Annual Report on
         Form 10-K of the Company for the year ended December 31, 2002,
         incorporated by reference into the Registration Statement);

4.       copies of the Articles of Incorporation and Bylaws of each of the
         Designated Guarantors, together with all amendments thereto, as
         certified by the authorized officers thereof as the true and correct
         copies thereof which are currently in full force and effect; and

5.       copies of the Good Standing Certificates issued by the California
         Secretary of State as of September __, 2003, certifying as to the good
         standing of each of the Designated Guarantors under the laws of the
         State of California.

EX-5.3

                                                                     EXHIBIT 5.3


                     (SCOGGINS & GOODMAN, P.C. LETTERHEAD)

                               September 24, 2003

Group 1 Automotive
950 Echo Lane
Suite 100
Houston, Texas 77024

     Re:  GPI Atlanta-F, Inc. as Subsidiary Guarantor of Subordinated Indenture
          with Wells Fargo Bank, N.A., as Trustee; Registration Statement on
          Form S-4

Ladies and Gentlemen:

         We have acted in a limited capacity as special Georgia counsel to GPI
Atlanta-F, Inc., a Georgia corporation ("Subsidiary Guarantor"), in connection
with that certain Subordinated Indenture and the First Supplemental Indenture
(collectively the "Indenture") dated as of August 13, 2003, among Group 1
Automotive, Inc., a Delaware corporation (the "Company"), Wells Fargo Bank,
N.A., as trustee (the "Trustee"), Subsidiary Guarantor, and certain other
entities identified as Subsidiary Guarantors (the "Other Guarantors"; the
Company, Subsidiary Guarantor and Other Guarantors are herein collectively
referred to as the "Group 1 Parties"). This opinion is being furnished to you
with respect to the execution of the Registration Statement on Form S-4 (the
"Registration Statement"), dated September 24, 2003, and filed or to be filed
with the Securities and Exchange Commission (the "Commission") in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act") of (i) the offer and exchange by the Company (the
"Exchange Offer") of $150,000,000 aggregate principal amount of its 8.25% Senior
Subordinated Notes due August 15, 2013 (the "Initial Notes"), for a new series
of notes in like principal amount (the "Exchange Notes") and (ii) the guarantees
(the "Guarantees") of Subsidiary Guarantor and Other Guarantors (collectively,
the "Designated Guarantors") of the Exchange Notes. The Initial Notes and the
Exchange Notes are collectively referred to herein as the "Notes." The Initial
Notes were issued, and the Exchange Notes will be issued, under the Indenture.
All capitalized terms not defined herein or in Annex I attached hereto shall
have the same meanings assigned to them in the Indenture and/or the Registration
Statement.



Group 1 Automotive, Inc.
September 24, 2003
Page 2

         In our limited capacity as special Georgia counsel, we have examined
copies of the documents listed on Annex I, all of which documents have been
identified to the undersigned as being true copies of original documents. The
documents listed as items 1, 2, 3 and 4 on Annex I are hereinafter collectively
referred to as the "Indenture Documents," and the documents listed as items 5, 6
and 7 are hereinafter collectively referred to as the "Corporate Documents." In
rendering the opinions set forth herein, we have relied upon the Corporate
Documents and have been asked to make the assumptions set forth herein. In
connection with this opinion, we have assumed without any independent
investigation on our part that the Registration Statement, and any amendments
thereto (including post-effective amendments), will have become effective and
the Exchange Notes will be issued and sold in compliance with applicable federal
and state securities laws and in the manner described in the Registration
Statement.

         Based upon the foregoing, it is our opinion that (i) the Subsidiary
Guaranties have been duly authorized, executed and delivered by the Subsidiary
Guarantor; (ii) Subsidiary Guarantor is validly existing as a corporation and in
good standing under the laws of the State of Georgia; and (iii) Subsidiary
Guarantor has the corporate authority to execute and deliver the Subsidiary
Guaranties.

         The foregoing opinion is subject to applicable law and the following
assumptions and qualifications:

                  (a) We have been asked to assume and do hereby assume without
independent investigation that the Company and the Other Guarantors have duly
authorized the execution, delivery and performance of the Indenture Documents,
have duly executed and delivered the Indenture Documents, and that the Indenture
Documents have been executed on behalf of the Company and the Other Guarantors
by the person or person or persons who have been duly authorized to execute and
deliver the Indenture Documents on behalf of the Company and the Other
Guarantors.

                  (b) We have been asked to assume and do hereby assume without
any independent investigation that the Company and the other Guarantors have the
power to perform their respective obligations under the Indenture Documents and
to conduct their respective business, and are duly organized, validly existing,
and in good standing in their respective states of organization.

                  (c) We have been asked to assume and do hereby assume that all
signatures are genuine; that all documents submitted to us as originals are
authentic; that all documents submitted to us as copies conform to the
originals; and that the facts stated in all such documents are true and correct.
In rendering this opinion, we have not made any independent investigation as to
accuracy or completeness of any facts or representations, warranties, data or
other



Group 1 Automotive, Inc.
September 24, 2003
Page 3

information, whether written or oral, that may have been made by or on behalf of
any of the Group 1 Parties, except as specifically set forth herein. In that
connection, we have made no review of the files of Subsidiary Guarantor whether
in the possession of Subsidiary Guarantor or the possession of any other party.

                  (d) We have been asked to assume and do hereby assume the due
organization and existence of the Trustee to the Indenture Documents, and have
assumed the corporate power and authority of the Trustee to execute and deliver,
and to consummate the transactions contemplated by the Indenture Documents to
which it is a party, and the due authorization, execution and delivery of the
Indenture Documents by the Trustee.

                  (e) We have been asked to assume and do hereby assume that the
Indenture Documents constitute the legal, valid and binding obligations of each
of the parties to the Indenture Documents, and are enforceable against such
parties in accordance with their terms. We also express no opinion as to whether
the terms contemplated in the Indenture Documents comply with any statutes,
laws, rules or regulations which prescribe permissible and lawful investments
for any of the parties (either as to type, amount, percentage of total
investments or otherwise). Without limiting the generality of the foregoing, no
opinion is expressed as to the effect or enforceability of any provisions in any
of the Indenture Documents.

                  (f) We express no opinion with respect to title to or use of
any asset of property and we express no opinion with respect to the creation,
existence, permissibility, legality, validity, binding effect, enforceability,
perfection or priority of any security interest or other lien or encumbrance
purported to be created under any Indenture Documents or the absence of any
security interest of other lien or encumbrance.

         As used herein, "applicable law" means the Georgia Business Corporation
Code found in O.C.G.A. Sec. 14-2-101 et. seq. The term "applicable law" does not
include, and we express no opinion with regard to (a) any Georgia law, rule or
regulation relating to (i) pollution or protection of the environment, (ii)
zoning, land use, building or construction, or (iii) labor, employee rights and
benefits, or occupational safety and health, (b) antitrust laws, (c) tax laws,
rules and regulations or (d) any federal or state securities laws, including,
without limitation, state blue sky laws, the Securities Act and all other laws,
statutes and requirements related thereto.

         The opinions rendered herein are for the sole benefit of, and may only
be relied upon by, the addressee and Vinson & Elkins, LLP, and the opinions
herein expressed are not to be used, circulated or otherwise referred to in
connection with any transaction other than those contemplated by the Indenture
Documents. This opinion is specifically limited to the applicable law of the
State of Georgia. We have not been asked to, and we do not, render any opinion
as to



Group 1 Automotive, Inc.
September 24, 2003
Page 4

any matter except as specifically set forth herein. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
use of our firm name in the prospectus forming a part of the Registration
Statement under the caption "Legal Matters." We have no obligation to modify,
amend or supplement this letter in any way.

                                          Very truly yours,

                                          SCOGGINS & GOODMAN, P.C.

                                          By: /s/ Samuel M. Chambliss III
                                              ---------------------------
                                              Samuel M. Chambliss III
                                              Vice President



                                     Annex I

                   Indenture Documents and Corporate Documents

1.       The Indenture described on page 1 of the letter to which this Annex I
         is attached;

2.       The Registration Statement described on page 1 of the letter to which
         this Annex I is attached;

3.       Subsidiary Guaranties, by Subsidiary Guarantor and Other Guarantors
         dated as of August 13, 2003, in favor of the Trustee and the Holder of
         the Note upon which the Subsidiary Guaranties are endorsed (the
         "Subsidiary Guaranties");

4.       Exchange and Registration Rights Agreement dated August 13, 2003, made
         by the Company, Subsidiary Guarantor and Other Guarantors in favor of
         Goldman, Sachs & Co. (the "Registration Rights Agreement");

5.       Unanimous Written Consent of the Board of Directors in Lieu of a
         Meeting, Group I Automotive, Inc. Corporate Subsidiaries [including
         Subsidiary Guarantor] showing execution by Scott L. Thompson and J.
         Brooks O'Hara and dated August 7, 2003;

6.       Copies of Certificates on file with Secretary of State of Georgia
         concerning the corporate existence of Subsidiary Guarantor; and

7.       Articles of Incorporation, Articles of Merger, Articles of Amendment,
         By-Laws, Secretarial Certificates, and related documentation evidencing
         the corporate existence of Subsidiary Guarantor (f/k/a Stone Mountain
         Ford, Inc.).

EX-5.4

                                                                     EXHIBIT 5.4


        [LETTERHEAD OF SUTIN THAYER & BROWNE A PROFESSIONAL CORPORATION]


                               September 24, 2003

Group 1 Automotive, Inc.
950 Echo Lane, Suite 100
Houston, Texas  77024

      Re:   Registration Statement on Form S-4

Ladies and Gentlemen:

      We have acted as special New Mexico (the "State") counsel for the
Designated Guarantors (defined below) with respect to certain legal matters in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
in connection with the registration by Group 1 Automotive, Inc., a Delaware
corporation (the "Company") under the Securities Act of 1933, as amended (the
"Securities Act") of (i) the offer and exchange by the Company (the "Exchange
Offer") of $150,000,000 aggregate principal amount of its 8.25% Senior
Subordinated Notes due August 15, 2013 (the "Initial Notes"), for a new series
of notes bearing substantially identical terms and in like principal amount (the
"Exchange Notes") and (ii) the guarantees (the "Guarantees") of certain
subsidiaries of the Company listed on Annex I attached hereto as guarantors (the
"Designated Guarantors") of the Initial Notes and the Exchange Notes. The
Initial Notes were issued, and the Exchange Notes will be issued, under an
Indenture dated as of August 13, 2003 among the Company, the Designated
Guarantors and Wells Fargo Bank, N.A., as Trustee, and the First Supplemental
Indenture dated as of August 13, 2003 among the Company, the Designated
Guarantors and Wells Fargo Bank, N.A., as Trustee (the Indenture and the First
Supplemental Indenture, collectively, the "Indenture"). The Exchange Offer will
be conducted on such terms and conditions as are set forth in the prospectus
contained in the Registration Statement to which this opinion is filed as an
exhibit.

      We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement, (ii) the Indenture; (iii)
the Guarantees and (iv) such other corporate records, certificates, statutes and
other instruments and documents as we have considered necessary or appropriate
for purposes of the opinions hereafter expressed. In connection with this
opinion, we have assumed that the Registration Statement, and any amendments
thereto (including post-effective amendments), will have become effective and
the Exchange Notes will be issued and sold in compliance with applicable federal
and state securities laws and in the manner described in the Registration
Statement.

      Based on the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that, (1)
each of the Designated Guarantors is a

Page 2
September 24, 2003


corporation duly organized and validly existing under the laws of the State,
with corporate power and authority to own its properties and conduct its
business and, based upon the records of the New Mexico Public Regulation
Commission accessed electronically by us on September 24, 2003, and upon which
we have solely relied, is in good standing under the laws of the State, (2) the
Indenture and the Guarantees have been duly authorized by each of the Designated
Guarantors, and (3) each Designated Guarantor has full corporate authority to
enter into the Guarantees.

      We have also assumed that (i) there are no organizational or governing
documents of the Designated Guarantors other than those described in Annex II
hereto that would bear upon or affect the opinions given herein; (ii) all
signatures of the Designated Guarantors on the Indenture and the Guarantees are
genuine; (iii) all documents submitted to us as originals are authentic and all
documents submitted to us as copies conform to the originals; (iv) the legal
capacity of all natural persons; (v) the facts stated in all such documents are
true and correct; and (vi) the Unanimous Written Consent of The Board of
Directors In Lieu of a Meeting of the Group 1 Automotive, Inc. Corporate
Subsidiaries dated August 7, 2003, has not been rescinded or modified and is in
full force and effect.

      We express no opinions concerning (a) the validity or enforceability of
any provisions contained in the Indenture that purport to waive or not give
effect to rights to notices, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law; or (b) the
enforceability of indemnification or contribution provisions to the extent they
purport to relate to liabilities resulting from or based upon negligence or any
violation of federal or state securities or blue sky laws; and (c) any matters
involving federal or state securities laws or regulations.

      We are licensed to practice law only in the State. The foregoing opinions
apply only with respect to the effect of the laws of the State on the subject
transaction, and we express no opinion with respect to the laws of any other
jurisdiction.

      This opinion is limited to the matters expressly set forth herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein. We make no undertaking to update the opinions expressed in this letter
if changes in the law occur or facts or circumstances come to our attention
after the date of this letter which could affect our opinions.

      This opinion is delivered to you solely in connection with the subject
transaction, may be relied on by you and Vinson & Elkins L.L.P. as your counsel,
but may not be relied upon by any other person or for any other purpose.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within

Page 3
September 24, 2003


the category of person whose consent is required under Section 7 of the
Securities Act or the rules and regulation of the Commission issued thereunder.


                                          Respectfully submitted,


                                      /s/ Sutin, Thayer & Browne,
                                          A Professional Corporation


                                     ANNEX I

                              Designated Guarantors

Casa Chevrolet, Inc.
Casa Chrysler Plymouth Jeep Inc.
Sunshine Buick Pontiac GMC Truck, Inc.





                                    ANNEX II

                           "Organizational Documents"


Casa Chevrolet, Inc.
- -------------------
Certificate of Incorporation dated February 24, 1998.

Articles of Incorporation filed February 24, 1998

Bylaws (N.M. -- 378 -- 1/6/93)



Casa Chrysler Plymouth Jeep Inc.
- --------------------------------
Certificate of Incorporation dated February 24, 1998

Articles of Incorporation filed February 24, 1998

Bylaws (N.M. -- 378 -- 1/6/93)



Sunshine Buick Pontiac GMC Truck, Inc.
- --------------------------------------
Bylaws adopted May 28, 1998 and amended August 10, 1998

EX-5.5

                                                                    EXHIBIT 5.5



                                        September 24, 2003



Group 1 Automotive, Inc.
950 Echo Lane, Suite 100
Houston, Texas  77024

                                        Re: Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as counsel for Group 1 Automotive, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the Registration Statement on Form S-4 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act") of (i) the offer and exchange by the Company (the
"Exchange Offer") of $150,000,000 aggregate principal amount of its 8.25% Senior
Subordinated Notes due August 15, 2013 (the "Initial Notes"), for a new series
of notes bearing substantially identical terms and in like principal amount (the
"Exchange Notes") and (ii) the guarantees (the "Guarantees") of certain
subsidiaries of the Company listed on Annex I attached hereto as guarantors (the
"Designated Guarantors") of the Exchange Notes. The Initial Notes and the
Exchange Notes are collectively referred to herein as the "Notes." The Initial
Notes were issued, and the Exchange Notes will be issued, under an Indenture
dated as of August 13, 2003 among the Company, the Designated Guarantors and
Wells Fargo Bank, N.A., as Trustee, and the First Supplemental Indenture dated
as of August 13, 2003 among the Company, the Designated Guarantors and Wells
Fargo Bank, N.A., as Trustee (the Indenture and the First Supplemental
Indenture, collectively, the "Indenture"). The Exchange Offer will be conducted
on such terms and conditions as are set forth in the prospectus contained in the
Registration Statement to which this opinion is filed as an exhibit.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Registration Statement, (ii) the Indenture and
(iii) such other corporate records, certificates, statutes and other instruments
and documents as we have considered necessary or appropriate for purposes of the
opinions hereafter expressed. In connection with this opinion, we have assumed
that the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective and the Exchange Notes
will be issued and sold in compliance with applicable federal and state
securities laws and in the manner described in the Registration Statement.

         Based on the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that, (i) the
Designated Guarantors have been duly



Group 1 Automotive, Inc.
September 24, 2003
Page 2 of 2



incorporated and are validly existing as a corporation, or other entity, in good
standing under the laws of the State of Oklahoma with corporate power and
authority to own their properties and conduct their businesses, (ii) the
Indenture and the Guarantees have been duly authorized, executed and delivered
by each of the Designated Guarantors, and (iii) each Designated Guarantor has
full corporate or other entity power and authority to issue the Guarantees.

         We express no opinions concerning (a) the validity or enforceability of
any provisions contained in the Indenture that purport to waive or not give
effect to rights to notices, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law; or (b) the
enforceability of indemnification or contribution provisions to the extent they
purport to relate to liabilities resulting from or based upon negligence or any
violation of federal or state securities or blue sky laws.

         We are licensed to practice law only in the State of Oklahoma. The
foregoing opinion applies only with respect to the effect of federal law and the
laws of the State of Oklahoma on the subject transaction, and we express no
opinion with respect to the laws of any other jurisdiction.

         This opinion is limited to the matters expressly set forth herein, and
no opinion is implied or may be inferred beyond the matters expressly stated
herein.

         This opinion is delivered to you solely in connection with the subject
transaction, may be relied on by you and Vinson & Elkins L.L.P., but may not be
relied upon by any other person or for any other purpose.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within the category of person
whose consent is required under Section 7 of the Securities Act or the rules and
regulation of the Commission issued thereunder.

                                        Respectfully submitted,
                                        Calvert Law Firm


                                        /s/ Randall K. Calvert
                                        ----------------------
                                        Randall K. Calvert
                                        For the Firm



                                     ANNEX I
                              DESIGNATED GUARANTORS



Bob Howard Automotive-East, Inc.
Bob Howard Automotive-H, Inc.
Bob Howard Chevrolet, Inc.
Bob Howard Dodge, Inc.
Bob Howard Motors, Inc.
Bob Howard Nissan, Inc.
Howard Pontiac-GMC, Inc.

EX-10.37

                                                                   EXHIBIT 10.37



                               FIRST AMENDMENT TO

                           FIFTH AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT



                          EFFECTIVE AS OF JULY 25, 2003

                                      AMONG

                            GROUP 1 AUTOMOTIVE, INC.,
                     THE SUBSIDIARY BORROWERS LISTED HEREIN,

                           THE LENDERS LISTED HEREIN,

                              JPMORGAN CHASE BANK,
                            AS ADMINISTRATIVE AGENT,

                                 COMERICA BANK,
                              AS FLOOR PLAN AGENT,

                                       AND

                                  BANK ONE, NA,
                             AS DOCUMENTATION AGENT


                                    * * * * *


                          J. P. MORGAN SECURITIES INC.
                        LEAD ARRANGER AND SOLE BOOKRUNNER


                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----
                                                                                                          
ARTICLE I. DEFINITIONS............................................................................................1
         Section 1.1     Terms Defined Above......................................................................1
         Section 1.2     Terms Defined in Credit Agreement........................................................1
         Section 1.3     Other Definitional Provisions............................................................1

ARTICLE II. AMENDMENTS TO CREDIT AGREEMENT........................................................................2
         Section 2.1     Amendments and Supplements to Definitions................................................2

ARTICLE III. CONDITIONS...........................................................................................2
         Section 3.1     Loan Documents...........................................................................2
         Section 3.2     Representations and Warranties...........................................................2
         Section 3.3     Other Instruments or Documents...........................................................2

ARTICLE IV. MISCELLANEOUS.........................................................................................3
         Section 4.1     Adoption, Ratification and Confirmation of Credit Agreement..............................3
         Section 4.2     Successors and Assigns...................................................................3
         Section 4.3     Counterparts.............................................................................3
         Section 4.4     Number and Gender........................................................................3
         Section 4.5     Invalidity...............................................................................3
         Section 4.6     Titles of Articles, Sections and Subsections.............................................3
         Section 4.7     Release..................................................................................3
         Section 4.8     Governing Law............................................................................4
         Section 4.9     Entire Agreement.........................................................................4


                                       i


                FIRST AMENDMENT TO FIFTH AMENDED CREDIT AGREEMENT

         THIS FIRST AMENDMENT (THE "FIRST AMENDMENT") TO THE FIFTH AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT (THE "CREDIT AGREEMENT") dated effective as
of July 25, 2003 (the "EFFECTIVE DATE"), is entered into among GROUP 1
AUTOMOTIVE, INC., a Delaware corporation (the "COMPANY"), each of the
Subsidiaries of the Company listed on the signature pages hereof and such other
Subsidiaries of the Company which hereafter shall become parties the Credit
Agreement (the Company and the Subsidiaries are sometimes referred to herein as,
individually, a "BORROWER," and collectively, the "BORROWERS"), the lenders
listed on the signature pages hereof (the "Lenders"), JPMORGAN CHASE BANK (as
successor by merger to The Chase Manhattan Bank and Chase Bank of Texas, N.A.),
as Administrative Agent for the Lenders (in such capacity together with any
successor, the "AGENT"), COMERICA BANK, as Floor Plan Agent for the Lenders (in
such capacity together with any successor, the "FLOOR PLAN AGENT"), and BANK
ONE, NA, as Documentation Agent (in such capacity, together with any successor
the "Documentation Agent" and together with the Agent and the Floor Plan Agent,
the "Agents").

                                R E C I T A L S:

         The Company, each of the other Borrowers, the Agents and the Lenders
are parties to the Credit Agreement dated June 2, 2003, pursuant to which the
Lenders agreed to make loans to and extensions of credit on behalf of the
Borrowers; and

         The Company, the Borrowers, the Agents and the Lenders desire to amend
the Credit Agreement in the particulars hereinafter provided;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

                             ARTICLE I. DEFINITIONS

         Section 1.1 Terms Defined Above. As used in this First Amendment, each
of the terms defined in the opening paragraph and the Recitals above shall have
the meaning assigned to such terms therein.

         Section 1.2 Terms Defined in Credit Agreement. Each term defined in the
Credit Agreement and used herein without definition shall have the meaning
assigned to such term in the Credit Agreement, unless expressly provided to the
contrary.

         Section 1.3 Other Definitional Provisions.

         (a) The words "hereby", "herein", "hereinafter", "hereof", "hereto" and
"hereunder" when used in this First Amendment shall refer to this First
Amendment as a whole and not to any particular Article, Section, subsection or
provision of this First Amendment.

         (b) Section, subsection and Exhibit references herein are to such
Sections, subsections and Exhibits to this First Amendment unless otherwise
specified.

                                       1

                   ARTICLE II. AMENDMENTS TO CREDIT AGREEMENT

         The Company, each of the Borrowers, the Agents and the Lenders agree
that the Credit Agreement is hereby amended, effective as of the Effective Date,
in the following particulars.

         Section 2.1 Amendments and Supplements to Definitions.

         The following terms, which are defined in Section 1.1 of the Credit
Agreement, are hereby amended in their entirety to read as follows:

                  "Agreement" shall mean this Credit Agreement, as amended and
         supplemented by the First Amendment and as the same may from time to
         time be further amended or supplemented.

                  "EBITDA" means, for any Person, for any period for which the
         amount thereof is to be determined, Net Income for such period, plus,
         to the extent deducted in the determination of Net Income and without
         duplication with items included in the adjustments under GAAP to Net
         Income in the determination of net income, (a) provisions for income
         taxes, (b) Interest Expense, (c) depreciation and amortization expense,
         (d) other non-cash income or charges, and (e) any premium payments
         required to be paid by the Company in connection with the redemption,
         repurchase or prepayment of its 10 7/8% Senior Subordinated Notes
         originally due March 1, 2009.

                  "First Amendment" shall mean that certain First Amendment to
         Fifth Amended and Restated Credit Agreement, executed by the Company,
         each of the other Borrowers, the Lenders and the Agents.

                            ARTICLE III. CONDITIONS

         The effectiveness of this First Amendment is subject to the
satisfaction of the following conditions precedent:

         Section 3.1 Loan Documents. The Agent shall have received multiple
original counterparts of this First Amendment executed and delivered by a duly
authorized officer of the Company and each of the Borrowers and the Required
Lenders.

         Section 3.2 Representations and Warranties. Except as affected by the
transactions contemplated in the Credit Agreement and this First Amendment, each
of the representations and warranties made by the Company and the other
Borrowers in or pursuant to the Loan Documents shall be true and correct in all
material respects as of the Effective Date, as if made on and as of such date.

         Section 3.3 Other Instruments or Documents. The Agent shall receive
such other instruments or documents as it may reasonably request.


                                       2

                           ARTICLE IV. MISCELLANEOUS

         Section 4.1 Adoption, Ratification and Confirmation of Credit
Agreement. The Company, each of the Borrowers, the Agents and the Lenders do
hereby adopt, ratify and confirm the Credit Agreement, as amended hereby, and
the Security Documents, and acknowledges and agrees that the Credit Agreement,
as amended hereby, and each of the Security Documents, are and remain in full
force and effect.

         Section 4.2 Successors and Assigns. This First Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted pursuant to the Credit Agreement.

         Section 4.3 Counterparts. This First Amendment may be executed by one
or more of the parties hereto in any number of separate counterparts, and may be
delivered in original or facsimile form, and all of such counterparts taken
together shall be deemed to constitute one and the same instrument and shall be
enforceable as of the Effective Date upon the execution of one or more
counterparts hereof by the Company, the other Borrowers, the Agents and the
Lenders. In this regard, each of the parties hereto acknowledges that a
counterpart of this First Amendment containing a set of counterpart execution
pages reflecting the execution of each party hereto shall be sufficient to
reflect the execution of this First Amendment by each necessary party hereto and
shall constitute one instrument.

         Section 4.4 Number and Gender. Whenever the context requires, reference
herein made to the single number shall be understood to include the plural; and
likewise, the plural shall be understood to include the singular. Words denoting
sex shall be construed to include the masculine, feminine and neuter, when such
construction is appropriate; and specific enumeration shall not exclude the
general but shall be construed as cumulative. Definitions of terms defined in
the singular or plural shall be equally applicable to the plural or singular, as
the case may be, unless otherwise indicated.

         Section 4.5 Invalidity. In the event that any one or more of the
provisions contained in this First Amendment shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this First Amendment.

         Section 4.6 Titles of Articles, Sections and Subsections. All titles or
headings to Articles, Sections, subsections or other divisions of this First
Amendment or the exhibits hereto, if any, are only for the convenience of the
parties and shall not be construed to have any effect or meaning with respect to
the other content of such Articles, Sections, subsections, other divisions or
exhibits, such other content being controlling as the agreement among the
parties hereto.

         Section 4.7 Release.

         The Company and each of the other Borrowers do hereby release the
Agents and each Lender and each Affiliate thereof and their respective
directors, officers, employees and agents from, any and all losses, liabilities,
claims or damages (including reasonable legal fees and expenses) to which any of
them may become subject, insofar as such losses, liabilities, claims or damages
arise out of or result from the Loan Documents or the transactions contemplated


                                       3

thereby, or the actions or inactions of any Person in regard thereto, including
any Person hereby released, and the Company and each of the other Borrowers
shall reimburse each Lender and each Affiliate thereof and their respective
directors, officers, employees and agents, upon demand, for any expenses
(including legal fees) reasonably incurred in connection with any investigation
or proceeding involving such matters. Without prejudice to the survival of any
other obligations of the Company and the other Borrowers hereunder and under the
other Loan Documents, such release shall survive the termination of the Credit
Agreement or this Amendment and the other Loan Documents, the payment of the
Obligations, or the assignment of the Notes.

         Section 4.8 Governing Law. THIS FIRST AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF TEXAS.

         Section 4.9 Entire Agreement. THE CREDIT AGREEMENT, AS AMENDED BY THIS
FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS, CONSTITUTE THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT THEREOF. ALL PRIOR
UNDERSTANDINGS, STATEMENTS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO
THE SUBJECT THEREOF ARE SUPERSEDED BY THE CREDIT AGREEMENT, AS AMENDED BY THIS
FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS.

                         [SIGNATURES BEGIN ON NEXT PAGE]


                                       4

         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the Effective Date.

BORROWERS:                         GROUP 1 AUTOMOTIVE, INC.,
                                   a Delaware corporation


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



                                   GROUP 1 REALTY, INC., a Delaware corporation;
                                   GROUP 1 FL HOLDINGS, INC., a Delaware
                                   corporation


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


                                      S-1

                                   BOB HOWARD AUTOMOTIVE-EAST, INC., an Oklahoma
                                   corporation;
                                   BOB HOWARD AUTOMOTIVE-H, INC., an Oklahoma
                                   corporation;
                                   BOB HOWARD CHEVROLET, INC., an Oklahoma
                                   corporation;
                                   BOB HOWARD DODGE, INC., an Oklahoma
                                   corporation;
                                   BOB HOWARD MOTORS, INC., an Oklahoma
                                   corporation;
                                   BOB HOWARD NISSAN, INC., an Oklahoma
                                   corporation;
                                   BOHN HOLDINGS-DC, INC., a Delaware
                                   corporation;
                                   BOHN HOLDINGS-F, INC., a Delaware
                                   corporation;
                                   BOHN HOLDINGS-GM, INC., a Delaware
                                   corporation;
                                   BOHN HOLDINGS-S, INC., a Delaware
                                   corporation;
                                   CASA CHEVROLET, INC., a New Mexico
                                   corporation;
                                   CASA CHRYSLER PLYMOUTH JEEP, INC., a New
                                   Mexico corporation;
                                   DANVERS-DC, INC., a Delaware corporation;
                                   DANVERS-DCII, INC., a Delaware corporation;
                                   DANVERS-DCIII, INC., a Delaware corporation;
                                   DANVERS-GM, INC., a Delaware corporation;
                                   DANVERS-N, INC., a Delaware corporation;
                                   DANVERS-NII, INC., a Delaware corporation;
                                   DANVERS-S, INC., a Delaware corporation;
                                   DANVERS-SU, INC., a Delaware corporation;
                                   DANVERS-T, INC., a Delaware corporation;
                                   DANVERS-TII, INC., a Delaware corporation;
                                   DANVERS-TL, INC., a Delaware corporation;
                                   FMM, INC., a California corporation;
                                   GPI ATLANTA-F, INC., a Georgia corporation;
                                   GPI ATLANTA-FLM, INC., a Delaware
                                   corporation;
                                   GPI ATLANTA-FLMII, INC., a Delaware
                                   corporation;
                                   GPI ATLANTA-T, INC., a Delaware corporation;
                                   GROUP 1 ASSOCIATES, INC., a Delaware
                                   corporation;
                                   HARVEY-T, INC., a Delaware corporation;
                                   HIGHLAND AUTOPLEX, INC., a Texas corporation;
                                   HOWARD FORD, INC., a Delaware corporation;
                                   HOWARD PONTIAC-GMC, INC., an Oklahoma
                                   corporation;
                                   HOWARD-DC, INC., a Delaware corporation;
                                   HOWARD-DCII, INC., a Delaware corporation;
                                   HOWARD-GM, INC., a Delaware corporation;
                                   HOWARD-GMII, INC., a Delaware corporation;
                                   HOWARD-GMIII, INC., a Delaware corporation;


                                      S-2

                                   HOWARD-H, INC., a Delaware corporation;
                                   HOWARD-HA, INC., a Delaware corporation;
                                   HOWARD-FLM, INC., a Delaware corporation;
                                   HOWARD-SB, INC., a Delaware corporation;
                                   HOWARD-SI, INC., a Delaware corporation;
                                   JIM TIDWELL FORD, INC., a Delaware
                                   corporation;
                                   LUBY CHEVROLET CO., a Delaware corporation;
                                   MIKE SMITH AUTOMOTIVE-H, INC., a Delaware
                                   corporation;
                                   MIKE SMITH AUTOMOTIVE-N, INC., a Texas
                                   corporation;
                                   MIKE SMITH AUTOPLAZA, INC., a Texas
                                   corporation;
                                   MIKE SMITH AUTOPLEX BUICK, INC., a Texas
                                   corporation;
                                   MIKE SMITH AUTOPLEX DODGE, INC., a Texas
                                   corporation;
                                   MIKE SMITH AUTOPLEX, INC., a Texas
                                   corporation;
                                   MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC., a
                                   Texas corporation;
                                   MIKE SMITH AUTOPLEX-V, INC., a Texas
                                   corporation;
                                   MIKE SMITH GM, INC., a Delaware corporation;
                                   MIKE SMITH IMPORTS, INC., a Texas
                                   corporation;
                                   MIKE SMITH MOTORS, INC., a Texas corporation;
                                   MILLBRO, INC., a California corporation;
                                   MILLER AUTOMOTIVE GROUP, INC., a California
                                   corporation;
                                   MILLER FAMILY COMPANY, INC., a California
                                   corporation;
                                   MILLER IMPORTS, INC., a California
                                   corporation;
                                   MILLER INFINITI, INC., a California
                                   corporation;
                                   MILLER MOTORS VAN NUYS, INC., a California
                                   corporation;
                                   MILLER NISSAN, INC., a California
                                   corporation;
                                   MILLER-NII, INC., a Delaware corporation;
                                   PERIMETER FORD, INC., a Delaware corporation;
                                   SUNSHINE BUICK PONTIAC GMC TRUCK, INC., a New
                                   Mexico corporation

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


                                      S-3

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


                                      S-4

                                   ROCKWALL AUTOMOTIVE-F, LTD., a Texas limited
                                   partnership;

                                   By:      GROUP 1 ASSOCIATES, INC.,
                                            a Delaware corporation


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


                                   GROUP 1 HOLDINGS-DC, L.L.C., a Delaware
                                   limited liability company;
                                   GROUP 1 HOLDINGS-F, L.L.C., a Delaware
                                   limited liability company;
                                   GROUP 1 HOLDINGS-GM, L.L.C., a Delaware
                                   limited liability company;
                                   GROUP 1 HOLDINGS-H, L.L.C., a Delaware
                                   limited liability company;
                                   GROUP 1 HOLDINGS-N, L.L.C., a Delaware
                                   limited liability company;
                                   GROUP 1 HOLDINGS-S, L.L.C., a Delaware
                                   limited liability company;
                                   GROUP 1 HOLDINGS-T, L.L.C., a Delaware
                                   limited liability company;

                                   By:      GROUP 1 AUTOMOTIVE, INC.,
                                            a Delaware corporation


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


                                   COURTESY FORD, LLC, a Delaware limited
                                   liability company;
                                   GULF BREEZE FORD, LLC, a Delaware limited
                                   liability company;
                                   KEY FORD, LLC, a Delaware limited liability
                                   company;


                                      S-5

                                   KOONS FORD, LLC, a Delaware limited liability
                                   company

                                   By:      GROUP 1 FL HOLDINGS, INC.,
                                            a Delaware corporation


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



                                   BOHN-DC, LLC, a Delaware limited liability
                                   company

                                   By:      BOHN HOLDINGS-DC, INC.,
                                            a Delaware corporation


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



                                   BOHN-FII, LLC, a Delaware limited liability
                                   company;
                                   BOHN-FIII, LLC, a Delaware limited liability
                                   company;
                                   HARVEY FORD, LLC, a Delaware limited
                                   liability company;
                                   HARVEY-FLM, LLC, a Delaware limited liability
                                   company

                                   By:      BOHN HOLDINGS-F, INC.,
                                            a Delaware corporation


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


                                      S-6

                                   HARVEY GM, LLC, a Delaware limited liability
                                   company

                                   By:      BOHN HOLDINGS-GM, INC.,
                                            a Delaware corporation


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



                                   HARVEY SM, LLC, a Delaware limited liability
                                   company

                                   By:      BOHN HOLDINGS-S, INC.,
                                            a Delaware corporation


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



                                   HARVEY OPERATIONS-T, LLC, a Delaware limited
                                   liability company

                                   By:    HARVEY-T, INC., a Delaware corporation


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


                                   IRA AUTOMOTIVE GROUP, LLC, a Delaware limited
                                   liability company

                                   By:   DANVERS-T, INC., a Delaware corporation


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


                                      S-7

                                   GROUP 1 LP INTERESTS-F, INC., a Delaware
                                   corporation;
                                   GROUP 1 LP INTERESTS-DC, INC., a Delaware
                                   corporation;
                                   GROUP 1 LP INTERESTS-T, INC., a Delaware
                                   corporation;
                                   GROUP 1 LP INTERESTS-GM, INC., a Delaware
                                   corporation;
                                   GROUP 1 LP INTERESTS-H, INC., a Delaware
                                   corporation;
                                   GROUP 1 LP INTERESTS-S, INC., a Delaware
                                   corporation;
                                   GROUP 1 LP INTERESTS-N, INC., a Delaware
                                   corporation

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



                                   DELAWARE ACQUISITION-DC, LLC, a Delaware
                                   limited liability company

                                   By:      GROUP 1 LP INTERESTS-DC, INC.,
                                            a Delaware corporation


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



                                   DELAWARE ACQUISITION-F, LLC, a Delaware
                                   limited liability company

                                   By:      GROUP 1 LP INTERESTS-F, INC.,
                                            a Delaware corporation


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


                                      S-8

                                   DELAWARE ACQUISITION-GM, LLC, a Delaware
                                   limited liability company

                                   By:      GROUP 1 LP INTERESTS-GM, INC.,
                                            a Delaware corporation


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



                                   DELAWARE ACQUISITION-N, LLC, a Delaware
                                   limited liability company

                                   By:      GROUP 1 LP INTERESTS-N, INC.,
                                            a Delaware corporation


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



                                   DELAWARE ACQUISITION-T, LLC, a Delaware
                                   limited liability company

                                   By:      GROUP 1 LP INTERESTS-T, INC.,
                                            a Delaware corporation


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


                                      S-9

AGENT, ISSUING BANK AND            JPMORGAN CHASE BANK
LENDER:

                                   By:  /s/ H. David Jones
                                      ------------------------------------------
                                   Name:    H. David Jones
                                   Title:   Vice President



                                      S-10

FLOOR PLAN AGENT,
SWING LINE BANK AND                COMERICA BANK
LENDER:

                                   By:  /s/ Joseph A. Moran
                                      ------------------------------------------
                                   Name:    Joseph A. Moran
                                   Title:   Senior Vice President


                                      S-11

DOCUMENTATION AGENT                BANK ONE, NA
AND LENDER:

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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-12

LENDER:                            TOYOTA MOTOR CREDIT CORPORATION


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-13

LENDER:                            U.S. BANK N.A.


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-14

LENDER:                            SOVEREIGN BANK


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-15

LENDER:                            KEY BANK NATIONAL ASSOCIATION


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-16

LENDER:                            BNP PARIBAS


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-17

LENDER:                            WELLS FARGO BANK, N.A.


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-18

LENDER:                            SOUTHWEST BANK OF TEXAS, N.A.


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-19

LENDER:                            BANK OF OKLAHOMA, N.A.


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-20

LENDER:                            BMW FINANCIAL SERVICES NA, LLC


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-21

LENDER:                            AMARILLO NATIONAL BANK


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

                                   Address:
                                           -------------------------------------

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

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

                                   Telecopy No.:
                                                --------------------------------


                                      S-22

EX-12.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 12.1

Group 1 Automotive
Ratio of Earnings to Fixed Charges



                                                            Year Ended December 31,             Six Months Ended June 30,
                                                ----------------------------------------------  -------------------------
                                                 1998     1999       2000      2001      2002        2002        2003
                                                ----------------------------------------------  -------------------------
                                                                         (DOLLARS IN THOUSANDS)
                                                                                           
Fixed Charges:
  Interest on Debt and Capitalized Interest     $16,864  $31,414   $ 53,853  $ 43,178  $ 31,013     $14,875     $17,016
  Interest Element of Rentals                     5,083    9,169     13,033    14,100     8,020       3,732       3,833

                                                -----------------------------------------------     -------------------
    Total                                       $21,947  $40,583   $ 66,886  $ 57,278  $ 39,033     $18,607     $20,849
                                                ===============================================     ===================
Earnings:
  Pretax Income                                 $35,221  $55,689   $ 65,826  $ 89,422  $107,282     $54,968     $55,232
  Add: Fixed Charges                             21,947   40,583     66,886    57,278    39,033      18,607      20,849
  Less: Capitalized Interest                          -      592        352       897     1,295         728         438

                                                -----------------------------------------------     -------------------
    Total                                       $57,168  $95,680   $132,360  $145,803  $145,020     $72,847     $75,643
                                                ===============================================     ===================

Ratio of Earnings to Fixed Charges                  2.6      2.4        2.0       2.5       3.7         3.9         3.6
                                                ===============================================     ===================

EX-21.1

                                                                    Exhibit 21.1

                            GROUP 1 AUTOMOTIVE, INC.
                                 SUBSIDIARY LIST

Group 1 Realty, Inc.
Group 1 FL Holdings, Inc.
Bob Howard Automotive-East, Inc.
Bob Howard Automotive-H, Inc.
Bob Howard Chevrolet, Inc.
Bob Howard Dodge, Inc.
Bob Howard Motors, Inc.
Bob Howard Nissan, Inc.
Bohn Holdings-DC, Inc.
Bohn Holdings-F, Inc.
Bohn Holdings-GM, Inc.
Bohn Holdings-S, Inc.
Casa Chevrolet, Inc.
Casa Chrysler Plymouth Jeep Inc.
Danvers-DC, Inc.
Danvers-DCII, Inc.
Danvers-DCIII, Inc.
Danvers-GM, Inc.
Danvers-N, Inc.
Danvers-NII, Inc.
Danvers-S, Inc.
Danvers-SU, Inc.
Danvers-T, Inc.
Danvers-TII, Inc.
Danvers-TL, Inc.
FMM, Inc.
GPI Atlanta-F, Inc.
GPI Atlanta-FLM, Inc.
GPI Atlanta-FLM II, Inc.
GPI Atlanta-T, Inc.
Group 1 Associates, Inc.
Harvey-T, Inc.
Highland Autoplex, Inc.
Howard Ford, Inc.
Howard Pontiac-GMC, Inc.
Howard-DC, Inc.
Howard-DCII, Inc.
Howard-GM, Inc.
Howard-GMII, Inc.
Howard-GMIII, Inc.
Howard-H, Inc.
Howard-HA, Inc.
Howard-FLM, Inc.
Howard-SB, Inc.
Howard-SI, Inc.
Jim Tidwell Ford, Inc.
Luby Chevrolet Co.
Mike Smith Automotive-H, Inc.
Mike Smith Automotive-N, Inc.
Mike Smith Autoplaza, Inc.
Mike Smith Autoplex Buick, Inc.
Mike Smith Autoplex Dodge, Inc.



                                                                    Exhibit 21.1

Mike Smith Autoplex, Inc.
Mike Smith Autoplex-German Imports, Inc.
Mike Smith Autoplex-V, Inc.
Mike Smith GM, Inc.
Mike Smith Imports, Inc.
Mike Smith Motors, Inc.
Millbro, Inc.
Miller Automotive Group, Inc.
Miller Family Company, Inc.
Miller Imports, Inc.
Miller Infiniti, Inc.
Miller Motors Van Nuys, Inc.
Miller Nissan, Inc.
Miller-NII, Inc.
Perimeter Ford, Inc.
Sunshine Buick Pontiac GMC Truck, Inc.
Amarillo Motors-C, Ltd.
Amarillo Motors-F, Ltd.
Amarillo Motors-J, Ltd.
Amarillo Motors-SM, Ltd.
Chaperral Dodge, Ltd.
GPI, Ltd.
Kutz-DC, Ltd.
Kutz-N, Ltd.
Lubbock Motors, Ltd.
Lubbock Motors-F, Ltd.
Lubbock Motors-S, Ltd.
Lubbock Motors-SH, Ltd.
Lubbock Motors-T, Ltd.
Maxwell Chrysler Dodge Jeep, Ltd.
Maxwell Ford, Ltd.
Maxwell-G, Ltd.
Maxwell-N, Ltd.
Maxwell-NII, Ltd.
Maxwell-SM, Ltd.
McCall-H, Ltd.
McCall-HA, Ltd.
McCall-N, Ltd.
McCall-T, Ltd.
McCall-TII, Ltd.
McCall-TL, Ltd.
Prestige Chrysler Northwest, Ltd.
Prestige Chrysler South, Ltd.
Rockwall Automotive-DCD, Ltd.
Rockwall Automotive-F, Ltd.
Group 1 Holdings-DC, L.L.C.
Group 1 Holdings-F, L.L.C.
Group 1 Holdings-GM, L.L.C.
Group 1 Holdings-H, L.L.C.
Group 1 Holdings-N, L.L.C.
Group 1 Holdings-S, L.L.C.
Group 1 Holdings-T, L.L.C.
Courtesy Ford, LLC
Gulf Breeze Ford, LLC
Key Ford, LLC
Koons Ford, LLC



                                                                    Exhibit 21.1

Bohn-DC, LLC
Bohn-FII, LLC
Bohn-FIII, LLC
Harvey Ford, LLC
Harvey FLM, LLC
Harvey GM, LLC
Harvey SM, LLC
Harvey Operations-T, LLC
Ira Automotive Group, LLC
Group 1 LP Interests-F, Inc.
Group 1 LP Interests-DC, Inc.
Group 1 LP Interests-T, Inc.
Group 1 LP Interests-GM, Inc.
Group 1 LP Interests-H, Inc.
Group 1 LP Interests-S, Inc.
Group 1 LP Interests-N, Inc.
Delaware Acquisition-DC, LLC
Delaware Acquisition-F, LLC
Delaware Acquisition-GM, LLC
Delaware Acquisition-N, LLC
Delaware Acquisition-T, LLC
Colonial Chrysler Plymouth, Ltd.

EX-23.1

                                                                   EXHIBIT 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) for the registration of $150,000,000 of 8.25%
Senior Notes due 2013 and to the incorporation by reference therein of our
report dated February 19, 2003, with respect to the consolidated financial
statements of Group 1 Automotive, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 2002, filed with the Securities and Exchange
Commission.

                                          /s/ Ernst & Young LLP


Houston, Texas
September 23, 2003

EX-25.1

                                                                    EXHIBIT 25.1

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                    ---------

                      CHECK IF AN APPLICATION TO DETERMINE
           ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

                                    ---------

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

     Not Applicable                                              94-1347393
 (State of incorporation                                      I.R.S. employer
if not a U.S. national bank)                                 identification no.)

     505 Main Street, Suite 301
          Fort Worth, Texas                                         76102
(Address of principal executive offices)                          (Zip code)

                              Wells Fargo & Company
                          Law Department, Trust Section
                                  MAC N9305-172
                         Sixth and Marquette, 17th Floor
                              Minneapolis, MN 55479
                              (agent for services)

                                    ---------

                            Group 1 Automotive, Inc.
               (Exact name of obligor as specified in its charter)

           Delaware                                              76-0506313
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification no.)

                                    ---------

               8.25% Senior Subordinated Note due August 15, 2013
                       (Title of the indenture securities)

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



Item 1. General Information. Furnish the following information as to the
trustee:

         (a) Name and address of each examining or supervising authority to
which it is subject.

             Comptroller of the Currency,
             Treasury Department
             Washington, D.C. 20230

             Federal Deposit Insurance Corporation
             Washington, D.C. 20429

             Federal Reserve Bank of San Francisco
             San Francisco, CA 94120

         (b) Whether it is authorized to exercise corporate trust powers.

             The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.

         None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits.

Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached
hereto.

Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate
           Existence for Wells Fargo Bank, National Association, dated November
           28, 2001.*

Exhibit 3. A copy of the authorization of the trustee to exercise corporate
           trust powers. A copy of the Comptroller of the Currency Certificate
           of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank,
           National Association, dated November 28, 2001.*

Exhibit 4. Copy of By-laws of the trustee as now in effect.*

Exhibit 5. Not applicable.

Exhibit 6. The consents of United States institutional trustees required by
           Section 321(b) of the Act.

Exhibit 7. Attached is a copy of the latest report of condition of the trustee
           published pursuant to law or the requirements of its supervising or
           examining authority.



Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

* Incorporated by reference to exhibit number 25 filed with registration
statement number 333-87398.



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wells Fargo Bank, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Fort
Worth and State of Texas on the day of 8th of September, 2003.

                                      WELLS FARGO BANK, NATIONAL ASSOCIATION

                                      By: /s/ Melissa Scott
                                          --------------------------------------
                                          Melissa Scott, Vice President



                                    Exhibit 6

September 8, 2003

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
as amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request thereof.

                                      Very truly yours,

                                      WELLS FARGO BANK, NATIONAL ASSOCIATION

                                      By: /s/ Melissa Scott
                                         ---------------------------------------
                                              Melissa Scott, Vice President



                                    Exhibit 7



                       Consolidated Report of Condition of

                      Wells Fargo Bank National Association
                of 420 Montgomery Street, San Francisco, CA 94163
                     And Foreign and Domestic Subsidiaries,
        at the close of business June 30, 2003, filed in accordance with
                   12 U.S.C. Section 161 for National Banks.



                                                                                             Dollar Amounts
                                                                                              In Millions
                                                                                             --------------
                                                                                       
ASSETS
Cash and balances due from depository institutions:
         Noninterest-bearing balances and currency and coin                                     $  8,465
         Interest-bearing balances                                                                 1,204
Securities:
         Held-to-maturity securities                                                                   0
         Available-for-sale securities                                                             4,842
Federal funds sold and securities purchased under agreements to resell:
         Federal funds sold in domestic offices                                                      248
         Securities purchased under agreements to resell                                              75
Loans and lease financing receivables:
         Loans and leases held for sale                                                           38,852
         Loans and leases, net of unearned income                               124,292
         LESS: Allowance for loan and lease losses                                1,329
         Loans and leases, net of unearned income and allowance                                  122,963
Trading Assets                                                                                     8,514
Premises and fixed assets (including capitalized leases)                                           1,589
Other real estate owned                                                                               68
Investments in unconsolidated subsidiaries and associated companies                                  268
Customers' liability to this bank on acceptances outstanding                                          44
Intangible assets
         Goodwill                                                                                  5,379
         Other intangible assets                                                                   4,311
Other assets                                                                                       6,646

                                                                                                --------
Total assets                                                                                    $203,468
                                                                                                ========

LIABILITIES
Deposits:
         In domestic offices                                                                    $ 98,307
                  Noninterest-bearing                                            30,424
                  Interest-bearing                                               67,883
         In foreign offices, Edge and Agreement subsidiaries, and IBFs                            14,763
                  Noninterest-bearing                                                 2
                  Interest-bearing                                               14,761
Federal funds purchased and securities sold under agreements to repurchase:
         Federal funds purchased in domestic offices                                              36,354
         Securities sold under agreements to repurchase                                              457






                                                                                  Dollar Amounts
                                                                                   In Millions
                                                                                  --------------
                                                                               
Trading liabilities                                                                     6,242
Other borrowed money
         (includes mortgage indebtedness and obligations under capitalized leases)     13,937
Bank's liability on acceptances executed and outstanding                                   44
Subordinated notes and debentures                                                       6,134
Other liabilities                                                                       7,612

                                                                                     --------
Total liabilities                                                                    $183,850

Minority interest in consolidated subsidiaries                                             39

EQUITY CAPITAL
Perpetual preferred stock and related surplus                                               0
Common stock                                                                              520
Surplus (exclude all surplus related to preferred stock)                               13,289
Retained earnings                                                                       5,459
Accumulated other comprehensive income                                                    311
Other equity capital components                                                             0

                                                                                     --------
Total equity capital                                                                   19,579

                                                                                     --------
Total liabilities, minority interest, and equity capital                             $203,468
                                                                                     ========


I, James E. Hanson, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                                                 James E. Hanson

                                                                  Vice President

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

Carrie L. Tolstedt
Howard Atkins                               Directors
Patricia Callahan