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").



                                   WITNESSETH



            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");

and



            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





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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

Indenture):



            (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

Obligations.



                        (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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