November 18, 2005Call Option Transaction • November 23rd, 2005 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations
The definitions and provisions contained in the 1996 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Prospectus Supplement dated November 18, 2005 to the Prospectus dated August 16, 2002 (as so supplemented, the “Prospectus”) (relating to the USD 150,000,000 principal amount of 4.25% Convertible Senior Subordinated Notes due 2015, (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty pursuant to an Indenture dated as of November 18, 2005, 2005 between Counterparty and U.S. Bank National Association, as trustee, as supplemented (the “Indenture”). In the event of any inconsistency among the te
SONIC AUTOMOTIVE, INC. (A DELAWARE CORPORATION), AS ISSUER, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE, DATED AS OF NOVEMBER 23, 2005 TO THE INDENTURE, DATED AS OF MAY 7, 2002, AMONG THE ISSUER, THE TRUSTEES AND THE...Second Supplemental Indenture • November 23rd, 2005 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • New York
SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 23, 2005 among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”).
JPMorgan Chase Bank, National AssociationWarrant Agreement • November 23rd, 2005 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by Sonic Automotive, Inc. (the “Company”) to JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for this Transaction.
November 18, 2005Call Option Transaction • November 23rd, 2005 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“BofA”), and Sonic Automotive, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for this Transaction.
SONIC AUTOMOTIVE, INC. (a Delaware corporation) 4.25% Convertible Senior Subordinated Notes due 2015 PURCHASE AGREEMENT Dated: November 18, 2005Purchase Agreement • November 23rd, 2005 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • New York
November 18, 2005Warrant Agreement • November 23rd, 2005 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by Sonic Automotive, Inc. (the “Company”) to Bank of America, N.A. (“BofA”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for this Transaction.
