EXHIBIT 10.43A
SONIC AUTOMOTIVE, INC.
0000 XXXX XXXXXXXXXXXX XXXXXXXXX
XXXXXXXXX, XXXXX XXXXXXXX 00000
October 16, 1997
Xx. Xxxxxxx X. Xxxx, Xx.
and
Xxxx & Xxxx, Inc.
c/o Xxxxxx X. Xxxxxxx, Esq.
Kaufman, Chaiken, Xxxxxx & Xxxxxxxx
Xxxxx 000
000 Xxxxxxxxx Xxxxxx Xxxxxxx, X.X.
Xxxxxxx, XX 00000-0000
RE: AMENDMENT TO THE ASSET PURCHASE AGREEMENT
Dear Sirs:
Reference is made to the Asset Purchase Agreement, dated September 15,
1997 (the "Purchase Agreement") among Sonic Automotive, Inc. (the "Buyer"), Xxxx
& Xxxx, Inc. (the "Seller") and the Xxxxxxx X. Xxxx, Xx. (the "Shareholder").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Purchase Agreement.
This will confirm our agreement to amend the Purchase Agreement as
follows:
1. The Closing Date Deadline shall be extended to November 21, 1997.
2. The transaction shall close in escrow on or about November 3, 1997,
subject to funding of the Purchase Price, which shall occur not later than the
close of business on the Closing Date Deadline, Xxxxxx X. Xxxxxxx to act as
escrow agent pursuant to a mutually acceptable escrow agreement. Upon completion
of the closing in escrow, all conditions to closing under the Purchase
Agreement, other than payment of the Purchase Price by the Buyer, shall be
deemed to have been satisfied. From November 1, 1997 until the date of funding,
the Seller shall continue to operate the Purchased Assets in the ordinary course
and shall pay no dividends or distributions to its Shareholder, but Shareholder
shall be entitled to compensation during this period of time at the rate
specified in the Employment Agreement; at funding, the
Xx. Xxxxxxx X. Xxxx, Xx.
Xxxx & Xxxx, Inc.
October 16, 1997
Page 2
Buyer shall also pay interest on the amount of the Purchase Price payable at
Closing (i.e., at funding) at the prime rate of SunTrust Bank for the period
from and including November 1, 1997 to and including the date that Seller
receives good funds. If funding does not occur by the close of business on the
Closing Date Deadline, the closing in escrow shall be void ab initio and the
provisions of the Purchase Agreement, including Article 11, shall be applicable.
3. At the time of the closing in escrow referred to in paragraph 2
above, the Buyer shall deliver to the Seller a Guaranty of the Buyer's
Termination Fee by Sonic Financial Corp., the Buyer's majority stockholder,
together with such supporting corporate documentation and an opinion of Buyer's
counsel with respect thereto as the Seller may reasonably request.
4. Section 3(b)(v) of the Employment Agreement will be amended to
provide that the calculation of Xxxxxxx Xxxx'x "Special Bonus" thereunder will
be before (as opposed to after) calculation of any bonus for Xxxxx XxXxxxxxx.
5. Any expenses associated with the environmental liability with
respect to pooling of fuel, tank(s) and tank(s) removal, discovered during the
Environmental Audit, including, but not limited to, inspection, analysis, and
any and all expenses association with correction and remediation of the
environmental problem, shall be subject to the $150,000 "basket" provided in
Section 10.2 of the Purchase Agreement.
6. This Letter Agreement shall serve to modify those provisions of the
Purchase Agreement identified herein, and, to the extent that a conflict arises
between this Letter Agreement and the Purchase Agreement, this Letter Agreement
shall control. Except as amended herein, the Purchase Agreement shall remain in
full force and effect.
(Signatures Appear on Following Page)
Xx. Xxxxxxx X. Xxxx, Xx.
Xxxx & Xxxx, Inc.
October 16, 1997
Page 3
Please indicate our mutual agreement by signing a copy of this letter
in the space provided below and returning it to the undersigned.
Very truly yours,
SONIC AUTOMOTIVE, INC.
/s/ Xxxxx Xxxxx Xxxxx
_________________________
By: Xxxxx Xxxxx Xxxxx
Title: President
Accepted and Agreed as of the
date first set forth above:
/s/ Xxxxxxx X. Xxxx, Xx.
_______________________________________
Xxxxxxx X. Xxxx, Xx.
Xxxx & Xxxx, Inc.
/s/ Xxxxxxx X. Xxxx, Xx.
_______________________________________
By: Xxxxxxx X. Xxxx, Xx.
Title: President
