Exhibit 4.11
[Sonic Letterhead]
June 20, 2000
Via Federal Express
TCW Leveraged Income Trust LP
TCW Shared Opportunity Fund II, LP
Crescent/Mach I Partners, LP
TCW/Crescent Mezzanine Partners, LP
TCW/Crescent Mezzanine Trust
TCW/Crescent Mezzanine Investment Partners, LP
c/o Trust Company of the West
11100 Santa Monica Blvd., Suite 2000
Los Angeles, CA 90025
Re: Extension of Time for Registration of Shares
Gentlemen:
Reference is made to the Agreement and Plan of Merger and Reorganization
dated as of October 31, 1999 (the "Reorganization Agreement"), between Sonic
Automotive, Inc. ("Sonic"), FAA Acquisition Corp., FirstAmerica Automotive, Inc.
and certain of the Stockholders of First American Automotive, Inc. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in, or by reference in, the Reorganization Agreement.
This letter sets forth our mutual agreement to extend the time period for
Sonic to register the 59,976 shares of Reorganization Common Stock issued on
March 16, 2000 pursuant to Section 1.2(b) of the Reorganization Agreement to the
earlier to occur of the date Sonic registers other shares with the Securities
and Exchange Commission or December 31, 2000.
<PAGE>
TCW Leveraged Income Trust LP, et al.
June 20, 2000
Page 2
If you are in agreement with the foregoing, please so indicate by
executing this letter as hereinafter indicated.
Very truly yours,
/s/ Stephen K. Coss
Stephen K. Coss
Vice President and General Counsel
ACCEPTED AND AGREED:
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (LINC II), L.P., as General Partner
By: TCW Advisors (Bermuda), Limited,
as General Partner
By: /s/ Robert D. Beyer
------------------------
Robert D. Beyer
Group Managing Director
By: TCW Investment Management Company
its investment advisor
By: /s/ Jean-Marc Chapus
------------------------
Jean-Marc Chapus
Managing Director
<PAGE>
TCW Leveraged Income Trust LP, et al.
June 20, 2000
Page 3
COUNTERPART SIGNATURE PAGE TO
LETTER AGREEMENT DATED JUNE 20, 2000 re: EXTENSION OF TIME
FOR REGISTRATION OF SHARES
ACCEPTED AND AGREED:
TCW/CRESCENT MEZZANINE PARTNERS, L.P.
TCW/CRESCENT MEZZANINE TRUST
TCW/CRESCENT MEZZANINE INVESTMENT PARTNERS, L.P.
By: TCW/Crescent Mezzanine, L.L.C.
its general partner or managing owner
By: /s/ Jean-Marc Chapus
Jean-Marc Chapus
President
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisors (Bermuda), Limited,
as General Partner
By: /s/ Robert D. Beyer
------------------------
Robert D. Beyer
Group Managing Director
By: TCW Investment Management Company
its investment advisor
By: /s/ Jean-Marc Chapus
------------------------
Jean-Marc Chapus
Managing Director
<PAGE>
TCW Leveraged Income Trust LP, et al.
June 20, 2000
Page 4
COUNTERPART SIGNATURE PAGE TO
LETTER AGREEMENT DATED JUNE 20, 2000 re: EXTENSION OF TIME
FOR REGISTRATION OF SHARES
ACCEPTED AND AGREED:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
as investment manager and attorney-in-fact
By: /s/ Jean-Marc Chapus
------------------------
Jean-Marc Chapus
Managing Director
TCW SHARED OPPORTUNITY FUND II, L.P.
By: TCW Investment Management Company,
its investment advisor
By: /s/ Jean-Marc Chapus
------------------------
Jean-Marc Chapus
Managing Director
TCW SHARED OPPORTUNITY FUND II, L.P.
By: TCW Investment Management Company,
its investment advisor
By: /s/ Jean-Marc Chapus
------------------------
Jean-Marc Chapus
Managing Director
