Registration Rights Agreement (2001)Full Document 

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                               Merrill Lynch & Co.
                      Merrill Lynch, Pierce, Fenner & Smith
                         Banc of America Securities LLC

                          REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the "Agreement") is made and entered into
this 19/th/ day of November, 2001, 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"), Merrill Lynch,
Pierce, Fenner & Smith, Incorporated and Banc of America Securities LLC
(collectively, the "Initial Purchasers").

          This Agreement is made pursuant to the Purchase Agreement, dated
November 8, 2001 among the Company, the Guarantors and the Initial Purchasers
(the "Purchase Agreement"), which provides for the sale by the Company to the
Initial Purchasers of an aggregate of $75 million principal amount of the
Company's 11% Senior Subordinated Notes due 2008, Series C, and related
guarantees (collectively, the "Securities"). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

          In consideration of the foregoing, the parties hereto agree as

          1.  Definitions.

          As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
     to time.

          "1934 Act" shall mean the Securities Exchange Act of l934, as amended
     from time to time.

          "Closing Date" shall mean the Closing Time as defined in the Purchase

          "Company" shall have the meaning set forth in the preamble and shall
     also include the Company's successors.

          "Depositary" shall mean The Depository Trust Company, or any other
     depositary appointed by the Company, provided, however, that such
     depositary must have an address in the Borough of Manhattan, in the City of
     New York.

          "Exchange Offer" shall mean the exchange offer by the Company of
     Exchange Securities for Registrable Securities or Original Securities
     pursuant to Section 2.1 hereof.

          "Exchange Offer Registration" shall mean a registration under the 1933
     Act effected pursuant to Section 2.1 hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
     registration statement on Form S-4 (or, if applicable, on another
     appropriate form), and all amendments and supplements to such registration
     statement, including the Prospectus contained therein, all exhibits thereto
     and all documents incorporated by reference therein.

          "Exchange Period" shall have the meaning set forth in Section 2.1

          "Exchange Securities" shall mean (i) the 11% Senior Subordinated Notes
     due 2008, Series D, issued by the Company and (ii) the related guarantees
     issued by the Guarantors, in each case under the Indenture containing terms
     identical to the Securities in all material respects (except for references
     to certain interest rate provisions, restrictions on transfers and
     restrictive legends), to be offered to (i) Holders of Securities in
     exchange for Registrable Securities and (ii) holders of Original Securities
     in exchange for Original Securities pursuant to the Exchange Offer.

          "Holder" shall mean an Initial Purchaser, for so long as it owns any
     Registrable Securities, and each of its successors, assigns and direct and
     indirect transferees who become registered owners of Registrable Securities
     under the Indenture and each Participating Broker-Dealer that holds
     Exchange Securities for so long as such Participating Broker-Dealer is
     required to deliver a prospectus meeting the requirements of the 1933 Act
     in connection with any resale of such Exchange Securities.

          "Indenture" shall mean the Indenture relating to the Securities, the
     Exchange Securities and the Private Exchange Securities, dated as of
     November 19, 2001 between the Company and U.S. Bank Trust National
     Association, as trustee, as the same may be amended, supplemented, waived

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