Fourth Supplemental Indenture (2001)Full Document 

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                          FOURTH SUPPLEMENTAL INDENTURE

            This FOURTH SUPPLEMENTAL INDENTURE dated as of November 19, 2001
(this "Supplemental Indenture") is by and among:

              SONIC - HOUSTON V, L.P., a Texas limited partnership
                   SONIC RESOURCES, INC., a Nevada corporation
              SONIC - HARBOR CITY H, INC., a California corporation
              SONIC - WEST COVINA T, INC., a California corporation
              SONIC - BUENA PARK H, INC., a California corporation
           SONIC - WEST RENO CHEVROLET, INC., an Oklahoma corporation
         LAWRENCE MARSHALL CHEVROLET, L.P., a Texas limited partnership
     LAWRENCE MARSHALL CHEVROLET, LLC, a Delaware limited liability company
                SONIC - BETHANY H, INC., an Oklahoma corporation

(hereinafter referred to collectively as the "Guaranteeing Subsidiaries"), SONIC
AUTOMOTIVE, INC., a Delaware corporation, (the "Company"), the other Guarantors
(as listed on the signature page of the Indenture referred to below) (the
"Guarantors") and U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee under the
Indenture referred to below (the "Trustee").


            WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an Indenture dated as of July 1, 1998, as supplemented
by (i) the First Supplemental Indenture dated as of December 31, 1999, (ii) the
Second Supplemental Indenture dated as of September 15, 2000, and (iii) the
Third Supplemental Indenture dated as of March 31, 2001, among the parties
listed on the signature pages hereto, (as supplemented, the "Indenture")
providing for the issuance in an aggregate principal amount of up to
$125,000,000 of the Company's 11% Senior Subordinated Notes due 2008 (the
"Notes"); and

            WHEREAS, the Indenture provides that under certain circumstances
each of the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which each of the Guaranteeing Subsidiaries
shall guarantee all of the Indenture Obligations under the Notes and the
Indenture on the terms and conditions set forth herein (the "Note Guarantee");

            WHEREAS, each Guaranteeing Subsidiary is a wholly-owned direct or
indirect subsidiary of the Company; and

            WHEREAS, pursuant to Section 901(e) of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture to add the
Guaranteeing Subsidiaries pursuant to the requirements of Section 1013 of the
Indenture; and

            NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, each of
the Guaranteeing


Subsidiaries and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:

            Section 1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

            Section 2. Agreement to Guarantee. Each of the Guaranteeing
Subsidiaries hereby agrees as follows (notwithstanding anything to the contrary
in this Supplemental Indenture, such agreements of the Guaranteeing Subsidiaries
shall be construed as identical to those agreements made by the Guarantors under
the Indenture, and the obligations and rights of the Guaranteeing Subsidiaries
hereunder shall be no more and no less than those of the Guarantors under the

            (a) Guaranteeing Subsidiaries' Guarantee. Along with the Guarantors
named in the Indenture and in accordance with Article Thirteen of the Indenture
and this Section 2, to guarantee absolutely, fully, unconditionally and
irrevocably, jointly and severally with each other and with each other Person
that may become a Guarantor under the Indenture, to the Trustee and the Holders,
as if the Guaranteeing Subsidiaries were the principal debtor, the punctual
payment and performance when due of all Indenture Obligations (which for
purposes of this Guarantee shall also be deemed to include all commissions,
fees, charges, costs and other expenses (including reasonable legal fees and
disbursements of one counsel) arising out of or incurred by the Trustee or the
Holders in connection with the enforcement of this Guarantee).

            (b) Continuing Guarantee; No Right of Set-Off; Independent

                        (i) This Guarantee by the Guaranteeing Subsidiaries
shall be a continuing guarantee of the payment and performance of all Indenture
Obligations and shall remain in full force and effect until the payment in full
of all of the Indenture Obligations and shall apply to and secure any ultimate
balance due or remaining unpaid to the Trustee or the Holders. This Guarantee by
the Guaranteeing Subsidiaries shall not be considered as wholly or partially
satisfied by the payment or liquidation at any time or from time to time of any
sum of money for the time being due or remaining unpaid to the Trustee or the
Holders. Each Guaranteeing Subsidiary, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in the Indenture as if named as a Guarantor therein including
those set forth in Article Eight of the Indenture. Without limiting the
generality of the foregoing, each Guaranteeing Subsidiaries' liability shall
extend to all amounts which constitute part of the Indenture Obligations and
would be owed by the Company under the Indenture and the Securities but for the
fact that they are unenforceable, reduced, limited, impaired, suspended or not

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