EXHIBIT 4.6
THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE dated as of March 31, 2001 (this
"Supplemental Indenture") is by and among:
BILL SWAD CHEVROLET, INC., an Ohio corporation
PHILPOTT MOTORS, LTD., a Texas limited partnership
SONIC - RICHARDSON F, L.P., a Texas limited partnership
(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, and (ii)
the Second Supplemental Indenture dated as of September 15, 2000, 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 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.
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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
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.
(ii) Each Guaranteeing Subsidiary, jointly and severally,
hereby guarantees that the Indenture Obligations will be paid to the Trustee
without set-off or counterclaim or other reduction whatsoever (whether for
taxes, withholding or otherwise) in lawful currency of the United States of
America.
(iii) Each Guaranteeing Subsidiary, jointly and severally,
guarantees that the Indenture Obligations shall be paid strictly in accordance
with their terms regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
holders of the Securities.
(iv) Each Guaranteeing Subsidiary's liability to pay or
perform or cause the performance of the Indenture Obligations under this
Guarantee shall arise forthwith after demand
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for payment or performance by the Trustee has been given to the Guarantors in
the manner prescribed in Section 106 of the Indenture.
(v) Except as provided in the Indenture, the provisions
of Article Thirteen of the Indenture and this Section 2 cover all agreements
between the parties hereto relative to this Guarantee and none of the parties
shall be bound by any representation, warranty or promise made by any Person
relative thereto or hereto, which is not embodied therein or herein; and it is
specifically acknowledged and agreed that this Guarantee has been delivered by
each Guaranteeing Subsidiary free of any conditions whatsoever and that no
representations, warranties or promises have been made to any Guaranteeing
Subsidiary affecting its liabilities hereunder, and that the Trustee shall not
be bound by any representations, warranties or promises now or at any time
hereafter made by the Company to any Guaranteeing Subsidiary.
(vi) This Guarantee is a guarantee of payment, performance
and compliance and not of collectibility and is in no way conditioned or
contingent upon any attempt to collect from or enforce performance or compliance
by the Company or upon any event or condition whatsoever.
(vii) The obligations of the Guaranteeing Subsidiaries set
forth herein constitute the full recourse obligations of the Guaranteeing
Subsidiaries enforceable against them to the full extent of all their assets and
properties.
(c) Guarantee Absolute. The obligations of the Guaranteeing
Subsidiaries hereunder are independent of the obligations of the Company under
the Securities and the Indenture and a separate action or actions may be brought
and prosecuted against any Guaranteeing Subsidiary whether or not an action or
proceeding is brought against the Company and whether or not the Company is
joined in any such action or proceeding. The liability of the Guaranteeing
Subsidiaries hereunder is irrevocable, absolute and unconditional and (to the
extent permitted by law) the liability and obligations of the Guaranteeing
Subsidiaries hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:
(i) any defect or lack of validity or enforceability in
respect of any Indebtedness or other obligation of
the Company or any other Person under the Indenture
or the Securities, or any agreement or instrument
relating to any of the foregoing;
(ii) any grants of time, renewals, extensions,
indulgences, releases, discharges or modifications
which the Trustee or the Holders may extend to, or
make with, the Company, any Guarantor, any
Guaranteeing Subsidiary or any other Person, or any
change in the time, manner or place of payment of, or
in any other term of, all or any of the Indenture
Obligations, or any other amendment or waiver of, or
any consent to or departure from, the Indenture or
the Securities, including any increase or decrease in
the Indenture Obligations;
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(iii) the taking of security from the Company, any
Guarantor, any Guaranteeing Subsidiary or any other
Person, and the release, discharge or alteration of,
or other dealing with, such security;
(iv) the occurrence of any change in the laws, rules,
regulations or ordinances of any jurisdiction by any
present or future action of any governmental
authority or court amending, varying, reducing or
otherwise affecting, or purporting to amend, vary,
reduce or otherwise affect, any of the Indenture
Obligations and the obligations of any Guaranteeing
Subsidiary hereunder;
(v) the abstention from taking security from the Company,
any Guarantor, any Guaranteeing Subsidiary or any
other Person or from perfecting, continuing to keep
perfected or taking advantage of any security;
(vi) any loss, diminution of value or lack of
enforceability of any security received from the
Company, any Guarantor, any Guaranteeing Subsidiary
or any other Person, and including any other
guarantees received by the Trustee;
(vii) any other dealings with the Company, any Guarantor,
any Guaranteeing Subsidiary or any other Person, or
with any security;
(viii) the Trustee's or the Holders' acceptance of
compositions from the Company, any Guarantor or any
Guaranteeing Subsidiary;
(ix) the application by the Holders or the Trustee of
all monies at any time and from time to time received
from the Company, any Guarantor, any Guaranteeing
Subsidiary or any other Person on account of any
indebtedness and liabilities owing by the Company,
any Guarantor or any Guaranteeing Subsidiary to the
Trustee or the Holders, in such manner as the Trustee
or the Holders deems best and the changing of such
application in whole or in part and at any time or
from time to time, or any manner of application of
collateral, or proceeds thereof, to all or any of the
Indenture Obligations, or the manner of sale of any
collateral;
(x) the release or discharge of the Company, any
Guarantor or any Guaranteeing Subsidiary of the
Securities or of any Person liable directly as surety
or otherwise by operation of law or otherwise for the
Securities, other than an express release in writing
given by the Trustee, on behalf of the Holders, of
the liability and obligations of any Guaranteeing
Subsidiary hereunder;
(xi) any change in the name, business, capital structure
or governing instrument of the Company, any Guarantor
or any Guaranteeing Subsidiary or any refinancing or
restructuring of any of the Indenture Obligations;
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(xii) the sale of the Company's, any Guarantor's or any
Guaranteeing Subsidiary's business or any part
thereof,
(xiii) subject to Section 1314 of the Indenture, any merger
or consolidation, arrangement or reorganization of
the Company, any Guarantor or any Guaranteeing
Subsidiary, any Person resulting from the merger or
consolidation of the Company, any Guarantor or any
Guaranteeing Subsidiary with any other Person or any
other successor to such Person or merged or
consolidated Person or any other change in the
corporate existence, structure or ownership of the
Company, any Guarantor or any Guaranteeing Subsidiary
or any change in the corporate relationship among the
Company, any Guarantor and any Guaranteeing
Subsidiary, or any termination of such relationship;
(xiv) the insolvency, bankruptcy, liquidation, winding-up,
dissolution, receivership, arrangement, readjustment,
assignment for the benefit of creditors or
distribution of the assets of the Company or its
assets or any resulting discharge of any obligations
of the Company (whether voluntary or involuntary) or
of any Guarantor (whether voluntary or involuntary)
or any Guaranteeing Subsidiary (whether voluntary or
involuntary) or the loss of corporate existence;
(xv) subject to Section 1314 of the Indenture, any
arrangement or plan of reorganization affecting the
Company, any Guarantor or any Guaranteeing
Subsidiary;
(xvi) any failure, omission or delay on the part of the
Company to conform or comply with any term of the
Indenture;
(xvii) any limitation on the liability or obligations of the
Company or any other Person under the Indenture, or
any discharge, termination, cancellation,
distribution, irregularity, invalidity or
unenforceability in whole or in part of the
Indenture;
(xviii) any other circumstance (including any statute of
limitations) that might otherwise constitute a
defense available to, or discharge of, the Company,
any Guarantor or any Guaranteeing Subsidiary; or
(xix) any modification, compromise, settlement or release
by the Trustee, or by operation of law or otherwise,
of the Indenture Obligations or the liability of the
Company or any other obligor under the Securities, in
whole or in part, and any refusal of payment by the
Trustee, in whole or in part, from any other obligor
or other guarantor in connection with any of the
Indenture Obligations, whether or not with notice to,
or further assent by, or any reservation of rights
against, each of the Guarantors and the Guaranteeing
Subsidiaries.
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(d) Right to Demand Full Performance. In the event of any demand
for payment or performance by the Trustee from any Guaranteeing Subsidiary
hereunder, the Trustee or the Holders shall have the right to demand its full
claim and to receive all dividends or other payments in respect thereof until
the Indenture Obligations have been paid in full, and the Guaranteeing
Subsidiaries shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Company under
the Indenture and the Securities. The retention by the Trustee or the Holders of
any security, prior to the realization by the Trustee or the Holders of its
rights to such security upon foreclosure thereon, shall not, as between the
Trustee and any Guaranteeing Subsidiary, be considered as a purchase of such
security, or as payment, satisfaction or reduction of the Indenture Obligations
due to the Trustee or the Holders by the Company or any part thereof. Each
Guaranteeing Subsidiary, promptly after demand, will reimburse the Trustee and
the Holders for all costs and expenses of collecting such amount under, or
enforcing this Guarantee, including, without limitation, the reasonable fees and
expenses of counsel.
(e) Waivers.
(i) Each Guaranteeing Subsidiary hereby expressly waives
(to the extent permitted by law) notice of the acceptance of this Guarantee and
notice of the existence, renewal, extension or the nonperformance, non-payment,
or non-observance on the part of the Company of any of the terms, covenants,
conditions and provisions of the Indenture or the Securities or any other notice
whatsoever to or upon the Company, any Guarantor or such Guaranteeing Subsidiary
with respect to the Indenture Obligations, whether by statute, rule of law or
otherwise. Each Guaranteeing Subsidiary hereby acknowledges communication to it
of the terms of this Supplemental Indenture, the Indenture and the Securities
and all of the provisions herein and therein contained and consents to and
approves the same. Each Guaranteeing Subsidiary hereby expressly waives (to the
extent permitted by law) diligence, presentment, protest and demand for payment
with respect to (a) any notice of sale, transfer or other disposition of any
right, title to or interest in the Securities by the Holders or in the
Indenture, (b) any release of any Guaranteeing Subsidiary from its obligations
hereunder resulting from any loss by it of its rights of subrogation hereunder
and (c) any other circumstances whatsoever that might otherwise constitute a
legal or equitable discharge, release or defense of a guarantor or surety or
that might otherwise limit recourse against such Guaranteeing Subsidiary.
(ii) Without prejudice to any of the rights or recourses
which the Trustee or the Holders may have against the Company, each Guaranteeing
Subsidiary hereby expressly waives (to the extent permitted by law) any right to
require the Trustee or the Holders to:
(a) enforce, assert, exercise, initiate or
exhaust any rights, remedies or recourse
against the Company, any Guarantor, any
Guaranteeing Subsidiary or any other Person
under the Indenture or otherwise;
(b) value, realize upon, or dispose of any
security of the Company or any other Person
held by the Trustee or the Holders;
(c) initiate or exhaust any other remedy which
the Trustee or the Holders may have in law
or equity; or
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(d) mitigate the damages resulting from any
default under the Indenture;
before requiring or becoming entitled to demand payment from such Guaranteeing
Subsidiary under this Guarantee.
(f) The Guaranteeing Subsidiaries Remain Obligated in Event the
Company Is No Longer Obligated to Discharge Indenture Obligations. It is the
express intention of the Trustee and the Guaranteeing Subsidiaries that if for
any reason the Company has no legal existence, is or becomes under no legal
obligation to discharge the Indenture Obligations owing to the Trustee or the
Holders by the Company or if any of the Indenture Obligations owing by the
Company to the Trustee or the Holders becomes irrecoverable from the Company by
operation of law or for any reason whatsoever, this Guarantee and the covenants,
agreements and obligations of the Guaranteeing Subsidiaries contained in this
Section Two shall nevertheless be binding upon the Guaranteeing Subsidiaries, as
principal debtor, until such time as all such Indenture Obligations have been
paid in full to the Trustee and all Indenture Obligations owing to the Trustee
or the Holders by the Company have been discharged, or such earlier time as
Section 402 of the Indenture shall apply to the Securities and the Guarantors
and the Guaranteeing Subsidiaries shall be responsible for the payment thereof
to the Trustee or the Holders upon demand.
(g) Fraudulent Conveyance, Contribution, Subrogation.
(i) Each Guaranteeing Subsidiary, and by its acceptance
of the Indenture each Holder, hereby confirms that it is the intention of all
such parties that the Guarantee by such Guaranteeing Subsidiary pursuant to its
Guarantee not constitute a fraudulent transfer or conveyance for purposes of the
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law. To effectuate the foregoing
intention, the Holders and such Guaranteeing Subsidiary hereby irrevocably agree
that the obligations of such Guaranteeing Subsidiary under its Guarantee shall
be limited to the maximum amount which, after giving effect to all other
contingent and fixed liabilities of such Guaranteeing Subsidiary, and after
giving effect to any collections from or payments made by or on behalf of any
other Guarantor or Guaranteeing Subsidiary in respect of the obligations of such
other Guarantor or Guaranteeing Subsidiary under its Guarantee or pursuant to
its contribution obligations hereunder and under the Indenture, will result in
the obligations of such Guaranteeing Subsidiary under its Guarantee not
constituting such fraudulent transfer or conveyance.
(ii) Each Guaranteeing Subsidiary that makes a payment or
distribution under its Guarantee shall be entitled to a contribution from each
other Guaranteeing Subsidiary, if any, in a pro rata amount based on the net
assets of each Guarantor and Guaranteeing Subsidiary, determined in accordance
with GAAP.
(iii) Each Guaranteeing Subsidiary hereby waives all rights
of subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under federal bankruptcy
law) or otherwise by reason of any payment by it pursuant to the provisions of
this Section Two until payment in full of all Indenture Obligations.
(h) Guarantee Is in Addition to Other Security. This Guarantee
shall be in addition to and not in substitution for any other guarantees or
other security which the Trustee may now or
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hereafter hold in respect of the Indenture Obligations owing to the Trustee or
the Holders by the Company and (except as may be required by law) the Trustee
shall be under no obligation to marshal in favor of each of the Guaranteeing
Subsidiaries any other guarantees or other security or any moneys or other
assets which the Trustee may be entitled to receive or upon which the Trustee or
the Holders may have a claim.
(i) Release of Security Interests. Without limiting the generality
of the foregoing and except as otherwise provided herein and in the Indenture,
each Guaranteeing Subsidiary hereby consents and agrees, to the fullest extent
permitted by applicable law, that the rights of the Trustee hereunder, and the
liability of the Guaranteeing Subsidiaries hereunder, shall not be affected by
any and all releases for any purpose of any collateral, if any, from the Liens
and security interests created by any collateral document and that this
Guarantee shall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Indenture Obligations is rescinded or
must otherwise be returned by the Trustee upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, all as though such payment had not
been made.
(j) No Bar to Further Actions. Except as provided by law, no
action or proceeding brought or instituted under this Section 2, Article
Thirteen of the Indenture and this Guarantee and no recovery or judgment in
pursuance thereof shall be a bar or defense to any further action or proceeding
which may be brought under Section Two, Article Thirteen of the Indenture and
this Guarantee by reason of any further default or defaults under Section Two,
Article Thirteen of the Indenture and this Guarantee or in the payment of any of
the Indenture Obligations owing by the Company.
(k) Failure to Exercise Rights Shall Not Operate as a Waiver, No
Suspension of Remedies.
(i) No failure to exercise and no delay in exercising, on
the part of the Trustee or the Holders, any right, power, privilege or remedy
under this Section 2, Article Thirteen of the Indenture and this Guarantee shall
operate as a waiver thereof, nor shall any single or partial exercise of any
rights, power, privilege or remedy preclude any other or further exercise
thereof, or the exercise of any other rights, powers, privileges or remedies.
The rights and remedies herein provided for are cumulative and not exclusive of
any rights or remedies provided in law or equity.
(ii) Nothing contained in this Section 2 shall limit the
right of the Trustee or the Holders to take any action to accelerate the
maturity of the Securities pursuant to Article Five of the Indenture or to
pursue any rights or remedies hereunder or under applicable law.
(l) Trustee's Duties; Notice to Trustee.
(i) Any provision in this Section 2 or elsewhere in the
Indenture allowing the Trustee to request any information or to take any action
authorized by, or on behalf of any Guaranteeing Subsidiary, shall be permissive
and shall not be obligatory on the Trustee except as the Holders may direct in
accordance with the provisions of the Indenture or where the failure of
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the Trustee to request any such information or to take any such action arises
from the Trustee's negligence, bad faith or willful misconduct.
(ii) The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor, any Guaranteeing
Subsidiary or the officers, directors or agents acting or purporting to act on
their respective behalf.
(m) Successors and Assigns. All terms, agreements and conditions
of this Section 2 shall extend to and be binding upon each Guaranteeing
Subsidiary and its successors and permitted assigns and shall enure to the
benefit of and may be enforced by the Trustee and its successors and assigns,
provided, however, that the Guaranteeing Subsidiaries may not assign any of
their rights or obligations hereunder other than in accordance with Article
Eight of the Indenture.
(n) Release of Guarantee.
(i) Concurrently with the payment in full of all of the
Indenture Obligations, the Guarantors shall be released from and relieved of
their obligations under this Section 2. Upon the delivery by the Company to the
Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of this
Guarantee was made by the Company in accordance with the provisions of the
Indenture and the Securities, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guaranteeing Subsidiaries from
their obligations under this Guarantee. If any of the Indenture Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guaranteeing Subsidiaries under this Guarantee shall be
revived and reinstated as if this Guarantee had not been terminated until such
time as the Indenture Obligations are paid in full, and each Guaranteeing
Subsidiary shall enter into an amendment to this Guarantee, reasonably
satisfactory to the Trustee, evidencing such revival and reinstatement.
(ii) This Guarantee shall terminate with respect to each
Guaranteeing Subsidiary and shall be automatically and unconditionally released
and discharged as provided in Section 1013(c) of the Indenture.
(o) Execution and Delivery of Guarantee. Each of the Guaranteeing
Subsidiaries agrees that their Guarantee hereunder shall remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of
their Guarantee. Pursuant to Section 1315(b) of the Indenture, each Guaranteeing
Subsidiary agrees to be subject to the provisions (including the representations
and warranties) of the Indenture as of the date of this Supplemental Indenture
as if named as a Guarantor therein.
Section 3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
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Section 4. Counterparts. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.
Section 5. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the 31st day of March,
2001.
THE COMPANY:
------------
SONIC AUTOMOTIVE, INC.
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: President
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
GUARANTEEING SUBSIDIARIES:
--------------------------
BILL SWAD CHEVROLET, INC.
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: Vice President
Attest: /S/ STEPHEN K. COSS
--------------------
Name: Stephen K. Coss
Title: Secretary
PHILPOTT MOTORS, LTD.
SONIC - RICHARDSON F, L.P.
[signatures continued on following page]
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Sonic of Texas, Inc., general partner
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: Vice President
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
GUARANTORS:
AUTOBAHN, INC.
CAPITOL CHEVROLET AND IMPORTS, INC.
COBB PONTIAC CADILLAC, INC.
FA SERVICE CORPORATION
FA THOUSAND OAKS BNG, INC.
FA THOUSAND OAKS COLR, INC.
FA THOUSAND OAKS H, INC.
FA THOUSAND OAKS L, INC.
FA THOUSAND OAKS MBJ, INC.
FA THOUSAND OAKS MSS, INC.
FAA AUTO FACTORY, INC.
FAA BEVERLY HILLS, INC.
FAA CAPITOL F, INC.
FAA CAPITOL N, INC.
FAA CONCORD H, INC.
FAA CONCORD N, INC.
FAA CONCORD T, INC.
FAA DUBLIN N, INC.
FAA DUBLIN VWD, INC.
FAA HOLDING CORP.
FAA MARIN D, INC.
FAA MARIN F, INC.
FAA MARIN LR, INC.
FAA MONTEREY F, INC.
FAA POWAY D, INC.
FAA POWAY G, INC.
FAA POWAY H, INC.
FAA POWAY T, INC.
FAA SAN BRUNO, INC.
FAA SANTA MONICA V, INC.
FAA SERRAMONTE H, INC.
[signatures continued on following page]
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FAA SERRAMONTE L, INC.
FAA SERRAMONTE, INC.
FAA STEVENS CREEK, INC.
FAA TORRANCE CPJ, INC.
FAA WOODLAND HILLS VW, INC.
FORT MILL CHRYSLER-PLYMOUTH-DODGE INC.
FORT MILL FORD, INC.
FRANCISCAN MOTORS, INC.
FRONTIER OLDSMOBILE-CADILLAC, INC.
HMC FINANCE ALABAMA, INC.
KRAMER MOTORS INCORPORATED
L DEALERSHIP GROUP, INC. (f/k/a Lucas
Dealership Group, Inc.)
MARCUS DAVID CORPORATION
RIVERSIDE NISSAN, INC.
ROYAL MOTOR COMPANY, INC.
SANTA CLARA IMPORTED CARS, INC.
SMART NISSAN, INC.
SONIC - CLASSIC DODGE, INC.
SONIC - GLOVER, INC.
SONIC - MANHATTAN FAIRFAX, INC.
SONIC - MANHATTAN WALDORF, INC.
SONIC - MONTGOMERY FLM, INC.
SONIC - NEWSOME CHEVROLET WORLD, INC.
SONIC - NEWSOME OF FLORENCE, INC.
SONIC - NORTH CHARLESTON DODGE, INC.
SONIC - NORTH CHARLESTON, INC.
SONIC - RIVERSIDE AUTO FACTORY, INC.
SONIC - RIVERSIDE, INC.
SONIC - ROCKVILLE IMPORTS, INC.
SONIC - ROCKVILLE MOTORS, INC.
SONIC - STEVENS CREEK B, INC. (f/k/a Don
Lucas International, Inc.)
SONIC - WILLIAMS BUICK, INC.
SONIC - WILLIAMS CADILLAC, INC.
SONIC - WILLIAMS IMPORTS, INC.
SONIC AUTOMOTIVE - 1400 AUTOMALL DRIVE,
COLUMBUS, INC.
SONIC AUTOMOTIVE - 1455 AUTOMALL DRIVE,
COLUMBUS, INC.
SONIC AUTOMOTIVE - 1495 AUTOMALL DRIVE,
COLUMBUS, INC.
SONIC AUTOMOTIVE - 1500 AUTOMALL DRIVE,
COLUMBUS, INC.
SONIC AUTOMOTIVE - 3700 WEST BROAD STREET,
COLUMBUS, INC.
[signatures continued on following page]
12
SONIC AUTOMOTIVE - 4000 WEST BROAD STREET,
COLUMBUS, INC.
SONIC AUTOMOTIVE 2424 LAURENS RD.,
GREENVILLE, INC.
SONIC AUTOMOTIVE 2752 LAURENS RD.,
GREENVILLE, INC.
SONIC AUTOMOTIVE OF GEORGIA, INC.
SONIC OF TEXAS, INC.
SPEEDWAY CHEVROLET, INC.
STEVENS CREEK CADILLAC, INC.
TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP OF
ROCK HILL, INC.
TOWN AND COUNTRY FORD, INCORPORATED
TRANSCAR LEASING, INC.
VILLAGE IMPORTED CARS, INC.
WINDWARD, INC.
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: Vice President
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
FAA LAS VEGAS H, INC.
FIRSTAMERICA AUTOMOTIVE, INC.
FREEDOM FORD, INC.
SONIC AUTOMOTIVE - BONDESEN, INC.
SONIC AUTOMOTIVE - CLEARWATER, INC.
SONIC AUTOMOTIVE COLLISION CENTER OF
CLEARWATER, INC.
SONIC AUTOMOTIVE OF NEVADA, INC.
SONIC AUTOMOTIVE OF TENNESSEE, INC.
SONIC AUTOMOTIVE - 1307 N. DIXIE HWY.,
NSB, INC.
SONIC AUTOMOTIVE - 1720 MASON AVE., DB, INC.
SONIC AUTOMOTIVE - 1919 N. DIXIE HWY.,
NSB, INC.
SONIC AUTOMOTIVE - 21699 U.S. HWY 19 N.,
INC.
SONIC AUTOMOTIVE - 241 RIDGEWOOD AVE., HH,
INC.
SONIC AUTOMOTIVE - 3741 S. NOVA RD., PO,
INC.
SONIC AUTOMOTIVE - 6008 N. DALE MABRY, FL,
INC.
SONIC - FM , INC.
SONIC - FM NISSAN, INC.
[signatures continued on following page]
13
SONIC - FM VW, INC.
SONIC - FREELAND, INC.
SONIC - LLOYD NISSAN, INC.
SONIC - LLOYD PONTIAC-CADILLAC, INC.
SONIC - SHOTTENKIRK, INC.
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: President
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
SONIC - 2185 CHAPMAN RD., CHATTANOOGA, LLC
SONIC - SUPERIOR OLDSMOBILE, LLC
SONIC AUTOMOTIVE - 2490 SOUTH LEE HIGHWAY,
LLC
SONIC AUTOMOTIVE - 5260 PEACHTREE INDUSTRIAL
BLVD., LLC
SONIC AUTOMOTIVE - 5585 PEACHTREE INDUSTRIAL
BLVD., LLC
SONIC AUTOMOTIVE - 6025 INTERNATIONAL DRIVE,
LLC
SONIC AUTOMOTIVE OF CHATTANOOGA, LLC
SONIC AUTOMOTIVE OF NASHVILLE, LLC
SRE TENNESSEE - 1, LLC
SRE TENNESSEE - 2, LLC
SRE TENNESSEE - 3, LLC
TOWN AND COUNTRY CHRYSLER-PLYMOUTH-JEEP, LLC
TOWN AND COUNTRY DODGE OF CHATTANOOGA, LLC
TOWN AND COUNTRY FORD OF CLEVELAND, LLC
TOWN AND COUNTRY JAGUAR, LLC
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: Vice President and Governor
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
[signatures continued on following page]
14
SONIC AUTOMOTIVE - 1720 MASON AVE., DB, LLC
SONIC - FM AUTOMOTIVE, LLC
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: President and Manager
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
SONIC AUTOMOTIVE - 9103 E. INDEPENDENCE ,
NC. LLC
SONIC CHRYSLER-PLYMOUTH-JEEP, LLC
SONIC DODGE, LLC
SONIC - WILLIAMS MOTORS, LLC
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: Vice President and Manager
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
SONIC - FITZGERALD CHEVROLET, LLC
SONIC - INTEGRITY DODGE LV, LLC
SONIC - LAS VEGAS C EAST, LLC
SONIC - LAS VEGAS C WEST, LLC
SONIC - VOLVO LV, LLC
SONIC AUTOMOTIVE F&I, LLC
SONIC AUTOMOTIVE SERVICING COMPANY, LLC
SONIC AUTOMOTIVE WEST, LLC
SRE ALABAMA - 2, LLC
SRE ALABAMA -3, LLC
SRE FLORIDA - 1, LLC
SRE FLORIDA - 2, LLC
SRE FLORIDA - 3, LLC
SRE HOLDING, LLC
SRE NEVADA - 1, LLC
SRE NEVADA - 2, LLC
SRE NEVADA - 3, LLC
[signatures continued on following page]
15
SRE SOUTH CAROLINA - 2, LLC
SRE VIRGINIA -, LLC
SREALESTATE ARIZONA - 2, LLC
SREALESTATE ARIZONA - 3, LLC
SREALESTATE ARIZONA - 4, LLC
SREALESTATE ARIZONA -1, LLC
By: /s/ THEODORE M. WRIGHT
----------------------
Name: Theodore M. Wright
Title: Vice President and Manager
Attest: /s/ STEPHEN K. COSS
--------------------
Name: Stephen K. Coss
Title: Secretary
SONIC - GLOBAL IMPORTS, L.P.
SONIC PEACHTREE INDUSTRIAL BLVD., L.P.
SRE GEORGIA - 1, L.P.
SRE GEORGIA - 2, L.P.
SRE GEORGIA - 3, L.P.
Sonic Automotive of Georgia, Inc.,
their general partner
By: /s/ B. SCOTT SMITH
------------------
Name: B. Scott Smith
Title: Vice President
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
SONIC AUTOMOTIVE OF TEXAS, L.P.
SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P.
SONIC AUTOMOTIVE - 4701 I-10 EAST, TX, L.P.
SONIC AUTOMOTIVE - 5221 I-10 EAST, TX, L.P.
SONIC - CAMP FORD, L.P.
SONIC - CARROLLTON V, L.P.
SONIC - LUTE RILEY, L.P.
SONIC - READING, L.P.
SONIC - SAM WHITE NISSAN, L.P.
SONIC - SAM WHITE OLDSMOBILE, L.P.
SONIC - FORT WORTH T, L.P.
[signatures continued on following page]
16
SONIC - DALLAS AUTO FACTORY, L.P.
SRE TEXAS - 1, L.P.
SRE TEXAS - 2, L.P.
SRE TEXAS - 3, L.P.
Sonic of Texas, Inc., their general partner
By: /s/ B. SCOTT SMITH
-------------------
Name: B. Scott Smith
Title: Vice President
Attest: /s/ STEPHEN K. COSS
-------------------
Name: Stephen K. Coss
Title: Secretary
[signatures continued on following page]
17
TRUSTEE:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee.
By: /s/ LORI-ANNE ROSENBERG
-----------------------
Authorized Signatory
18