REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2009 • Sai Tn Hc2, LLC • Retail-auto dealers & gasoline stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 7, 2009, by and among Sonic Automotive, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (each a “Guarantor” and collectively, the “Guarantors”), and subscribers set forth on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”), each of whom has agreed to purchase the Company’s 6.00% Senior Secured Convertible Notes due 2012, Series A (the “Series A Notes”) or the Company’s 6.00% Senior Secured Convertible Notes due 2012, Series B (the “Series B Notes” and, together with the Series A Notes, the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Subscription Agreement (as defined below) (the Notes, together with the Guarantees, the “Convertible Notes”). The Convertible Notes will be convertible, subject to the terms thereof, into fully paid, nonassessable shares of Class
THIS AGREEMENT OR INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF MAY 7, 2009, AMONG BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, U.S. BANK NATIONAL ASSOCIATION, AS SECOND LIEN...Intercreditor Agreement • July 6th, 2009 • Sai Tn Hc2, LLC • Retail-auto dealers & gasoline stations
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Indenture and shall only apply to the extent the Trust Indenture Act is applicable to the Securities.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2009 • Sai Tn Hc2, LLC • Retail-auto dealers & gasoline stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 7, 2009, by and among Sonic Automotive, Inc., a Delaware corporation (the “Company”) and the subscribers set forth on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”), each of whom has agreed to purchase shares of Class A common stock, $0.01 par value per share, of the Company (the “Common Stock”) pursuant to the Subscription Agreement (as defined below).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 6th, 2009 • Sai Tn Hc2, LLC • Retail-auto dealers & gasoline stations • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 4, 2009, by and between Sonic Automotive, Inc., a Delaware corporation (the “Company”), and the individual set forth on the signature page hereto (“Buyer”).
