AMENDMENT NO. 2
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "AMENDMENT") is
made and entered into as of this 17th day of September, 1998, by and among SONIC
AUTOMOTIVE, INC., a Delaware corporation (the "BUYER"), and HMC FINANCE
CORPORATION, INC., a Florida corporation ("HMC"), HALIFAX FORD-MERCURY, INC., a
Florida corporation ("HALIFAX"), XXXXXXXXXXXX AUTOMOBILES, INC., a Florida
corporation ("HAI"), XXXXXXXXXXXX CHEVROLET-OLDSMOBILE, INC., a Florida
corporation ("HCO"), and SUNRISE AUTO WORLD, INC., a Florida corporation
("SUNRISE" and, together with HMC, HALIFAX, HAI, and HCO, collectively, the
"SELLERS" and each, individually, a "SELLER"), and XXXXXX X.
XXXXXXXXXXXX (the "STOCKHOLDER").
WITNESSETH:
WHEREAS, the parties hereto have entered into the Asset Purchase Agreement
dated as of July 7, 1998, as amended by an Amendment No. 1 and Supplement
thereto dated as of September 16, 1998 (as so amended the "ASSET PURCHASE
AGREEMENT"); capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Asset Purchase Agreement;
WHEREAS, pursuant to the Asset Purchase Agreement, the Buyer is obligated
to issue the Preferred Stock to Xxxxxx X. Xxxxxxxxxxxx, as trustee, on September
18, 1998, unless otherwise mutually agreed by the Buyer and Xxxxxx X.
Xxxxxxxxxxxx prior thereto;
WHEREAS, the Buyer and Xxxxxx X. Xxxxxxxxxxxx have agreed that, in lieu of
the issuance of the Preferred Stock by the Buyer, the Buyer will issue to Xxxxxx
X. Xxxxxxxxxxxx shares of the Buyer's Class A Common Stock, par value $.01 per
share, as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the receipt and legal sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereto hereby agree
as follows:
1. Amendments to the Asset Purchase Agreement. The parties hereto hereby
agree that certain provisions regarding the Purchase Price, as set forth in
Section 2.3(b) of the Asset Purchase Agreement, shall be amended as follows:
a. Section 2.3(b)(1) of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows:
Effective as of September 18, 1998, the Buyer shall issue and deliver to
Xxxxxx X. Xxxxxxxxxxxx, as trustee u/t/a dated September 28, 1992, 485,294
shares of the Buyer's Class A Common Stock, par value $.01 per share (the
"COMMON SHARES").
b. Section 2.3(b)(2) of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows:
The Buyer shall be obligated to use its reasonable best efforts to
register under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), on or before December 31, 1998, all of the Common Shares (the
Common Shares being sometimes hereinafter also called the "REGISTRABLE
COMMON SHARES").
2. By his signature below, Xxxxxx X. Xxxxxxxxxxxx hereby confirms, as
applicable to the Common Shares, the statements made by him in (a) the
Eligibility Questionnaire for Entities, and (b) the Certificate acknowledging
restrictions on Preferred Stock delivered pursuant to Exhibit B of the Asset
Purchase Agreement, both as delivered by him to the Buyer at the Closing on
September 16, 1998.
3. Asset Purchase Agreement Confirmed. Except as provided in this
Amendment, the Asset Purchase Agreement is hereby confirmed, as amended hereby,
and shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day, month and year first above written.
THE BUYER: SONIC AUTOMOTIVE, INC.
By: /s/ XXXXXXXX X. XXXXXX
-----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
Federal Taxpayer I.D.: 00-0000000
THE SELLERS: HMC FINANCE CORPORATION, INC.
By:
-----------------------------
Name:
Title:
Federal Taxpayer I.D.: 00-0000000
HALIFAX FORD-MERCURY, INC.
By:
------------------------------
Name:
Title:
Federal Taxpayer I.D.: 00-0000000
XXXXXXXXXXXX AUTOMOBILES, INC.
By:
------------------------------
Name:
Title:
Federal Taxpayer I.D.: 00-0000000
XXXXXXXXXXXX CHEVROLET-
OLDSMOBILE, INC.
By:
------------------------------
Name:
Title:
Federal Taxpayer I.D.: 00-0000000
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SUNRISE AUTO WORLD, INC.
By:
-------------------------------
Name:
Title:
Federal Taxpayer I.D.: 00-0000000
THE STOCKHOLDER: /s/ XXXXXX X. XXXXXXXXXXXX
___________________________________(SEAL)
XXXXXX X. XXXXXXXXXXXX
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