-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 SYvKNhkZD2LdsJoTFuFWzysAb/Lp3aWxjJP7wEVYw9nIqfEdh71qSnUk2byzeWQP
 kuB9Ouza6U5LubWTsRIEGQ==

<SEC-DOCUMENT>0001193125-09-196527.txt : 20090923
<SEC-HEADER>0001193125-09-196527.hdr.sgml : 20090923
<ACCEPTANCE-DATETIME>20090923161110
ACCESSION NUMBER:		0001193125-09-196527
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20090917
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090923
DATE AS OF CHANGE:		20090923

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SONIC AUTOMOTIVE INC
		CENTRAL INDEX KEY:			0001043509
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
		IRS NUMBER:				562010790
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0207

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13395
		FILM NUMBER:		091082832

	BUSINESS ADDRESS:	
		STREET 1:		5401 EAST INDEPENDENCE BLVD
		STREET 2:		PO BOX 18747
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28212
		BUSINESS PHONE:		7045323354

	MAIL ADDRESS:	
		STREET 1:		5401 EAST INDEPENDENCE BLVD
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28212
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="line-height:3px;margin-top:0px;margin-bottom:0px;border-bottom:0.5pt solid #000000">&nbsp;</P> <P
STYLE="line-height:3px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000">&nbsp;</P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>UNITED STATES </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>SECURITIES AND EXCHANGE COMMISSION </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="3"><B>Washington, D.C. 20549 </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center> <P
STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>FORM 8-K </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>CURRENT REPORT </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Pursuant to
Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Date of Report (Date of earliest event reported):
<B><U>September&nbsp;17, 2009</U></B> </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center> <P STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="6"><B>SONIC AUTOMOTIVE, INC. </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>(Exact
name of registrant as specified in its charter) </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Delaware </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(State or other jurisdiction of incorporation) </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD WIDTH="50%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR>
<TD VALIGN="bottom" NOWRAP ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>1-13395</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>56-201079</B></FONT></TD></TR>
<TR>
<TD VALIGN="bottom" NOWRAP ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Commission File Number)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(IRS Employer Identification No.)</B></FONT></TD></TR>
</TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD WIDTH="50%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>6415 Idlewild Road, Suite 109</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Charlotte, North Carolina</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>28212</B></FONT></TD></TR>
<TR>
<TD VALIGN="bottom" NOWRAP ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Address of principal executive offices)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Zip Code)</B></FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Registrant&#146;s telephone number, including area code: (<B>704)&nbsp;566-2400</B> </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>N/A </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">(Former name or former address, if
changed since last report.) </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center> <P STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions: </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><FONT FACE="WINGDINGS">&#168;</FONT></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><FONT FACE="WINGDINGS">&#168;</FONT></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><FONT FACE="WINGDINGS">&#168;</FONT></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </FONT></TD></TR></TABLE> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><FONT FACE="WINGDINGS">&#168;</FONT></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </FONT></TD></TR></TABLE> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="line-height:0px;margin-top:0px;margin-bottom:0px;border-bottom:0.5pt solid #000000">&nbsp;</P> <P
STYLE="line-height:3px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000">&nbsp;</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;1.01.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Entry into a Material Definitive Agreement </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">On
September&nbsp;17, 2009, Sonic Automotive, Inc. entered into an underwriting agreement with J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith, Incorporated (the &#147;Representatives&#148;) for the sale of 9,000,000
shares of Sonic Automotive&#146;s Class&nbsp;A common stock at a public offering price of $10.10 per share. In connection with this offering, Sonic Automotive granted the underwriters a 30-day option to purchase an additional 1,350,000 shares of
Class&nbsp;A common stock to cover over allotments. On the same day, Sonic Automotive also entered into an underwriting agreement with the Representatives to sell $150,000,000 aggregate principal amount of convertible senior notes due
October&nbsp;1, 2029. In connection with this offering, Sonic Automotive granted the underwriters a 30-day option to purchase up to an additional $22,500,000 aggregate principal amount of the convertible senior notes to cover over allotments.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">On September&nbsp;18, 2009, the Representatives notified Sonic Automotive that the underwriters were exercising in full their
over-allotment option in both the Class&nbsp;A common stock offering and convertible senior notes offering. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Sonic Automotive expects to
close these offerings, including with respect to the over-allotments, on September&nbsp;23, 2009. The total net proceeds from the offerings will be approximately $266.4 million, after deducting underwriters&#146; discounts and commissions and before
offering expenses. Sonic Automotive intends to use these net proceeds to repay all or a portion of the principal amount outstanding on its 6.00% Convertible Senior Secured Notes due 2012 and 4.25% Convertible Senior Subordinated Notes due 2015,
including through repurchases of approximately $143 million aggregate principal amount of 4.25% Convertible Senior Subordinated Notes, shortly following the closing of the offerings described above, near par pursuant to separate arrangements entered
into from September&nbsp;17, 2009 through September&nbsp;23, 2009 between Sonic Automotive and certain holders of the 4.25% Convertible Senior Subordinated Notes following unsolicited offers to sell from those holders. </FONT></P> <P
STYLE="font-size:18px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;9.01.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>Financial Statements and Exhibits. </B></FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(d)</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><I>Exhibits.</I> </FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">1.1 Underwriting Agreement (Class A
common stock) dated as of September&nbsp;17, 2009 by and among Sonic Automotive, Inc. and J.P. Morgan Securities, Inc. and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith, Incorporated, as representatives of the several underwriters named therein.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">1.2 Underwriting Agreement (convertible senior notes) dated as of September&nbsp;17, 2009 by and among Sonic Automotive, Inc. and J.P.
Morgan Securities, Inc. and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith, Incorporated, as representatives of the several underwriters named therein. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>SIGNATURES </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. </FONT></P> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="6%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">SONIC AUTOMOTIVE, INC.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Stephen K. Coss</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Stephen K. Coss</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Senior Vice President and General</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Counsel</FONT></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Dated: September&nbsp;23, 2009 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;
</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>INDEX TO EXHIBITS </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="8%"></TD>
<TD WIDTH="90%"></TD></TR>
<TR>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1px solid #000000;width:39pt" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>Exhibit&nbsp;No.</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000;width:39pt"><FONT FACE="Times New Roman" SIZE="1"><B>Description</B></FONT></P></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" NOWRAP><FONT FACE="Times New Roman" SIZE="2">1.1</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Underwriting Agreement (Class A common stock) dated as of September&nbsp;17, 2009 by and among Sonic Automotive, Inc. and J.P. Morgan Securities, Inc. and Merrill Lynch, Pierce,
Fenner&nbsp;&amp; Smith, Incorporated, as representatives of the several underwriters named therein.</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" NOWRAP><FONT FACE="Times New Roman" SIZE="2">1.2</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Underwriting Agreement (convertible senior notes) dated as of September&nbsp;17, 2009 by and among Sonic Automotive, Inc. and J.P. Morgan Securities, Inc. and Merrill Lynch, Pierce,
Fenner&nbsp;&amp; Smith, Incorporated, as representatives of the several underwriters named therein.</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>dex11.htm
<DESCRIPTION>UNDERWRITING AGREEMENT FOR CLASS A COMMON STOCK
<TEXT>
<HTML><HEAD>
<TITLE>Underwriting Agreement for Class A common stock</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 1.1 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT
FACE="Times New Roman" SIZE="2">EXECUTION COPY </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Sonic Automotive, Inc. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9,000,000 Shares </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Class&nbsp;A Common Stock </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">($0.01 par value) </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Underwriting Agreement
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">September&nbsp;17, 2009 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">J.P. Morgan
Securities Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">As Representatives of the </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%"><FONT FACE="Times New Roman" SIZE="2">several Underwriters listed </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%"><FONT FACE="Times New Roman" SIZE="2">in Schedule 1 hereto </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">c/o J.P. Morgan Securities Inc.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">383 Madison Avenue </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">New York, New York 10179 </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Ladies and Gentlemen: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Sonic Automotive, Inc., a Delaware
corporation (the &#147;Company&#148;), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the &#147;Underwriters&#148;), for whom you are acting as representatives (the &#147;Representatives&#148;), an aggregate of
9,000,000 shares of Class&nbsp;A Common Stock, par value $0.01 per share, of the Company (the &#147;Underwritten Shares&#148;) and, at the option of the Underwriters, up to an additional 1,350,000 shares of Class&nbsp;A Common Stock of the Company
(the &#147;Option Shares&#148;). The Underwritten Shares and the Option Shares are herein referred to as the &#147;Shares&#148;. The shares of Class&nbsp;A Common Stock of the Company, par value $0.01 per share, and Class B Common Stock of the
Company, par value $0.10 per share, to be outstanding after giving effect to the sale of the Shares are referred to herein as the &#147;Stock&#148;. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">1. <U>Registration Statement</U>. The Company has prepared and filed with the Securities and Exchange Commission (the &#147;Commission&#148;) under the Securities Act of 1933, as amended, and the rules and regulations
of the Commission thereunder (collectively, the &#147;Securities Act&#148;), a registration statement (File No.&nbsp;333-161519 and 333-161519-01 through 333-161519-277), including a prospectus, registering shares of Class&nbsp;A Common Stock,
preferred stock, warrants, debt securities and guarantees. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of
the registration statement at the time of its effectiveness (&#147;Rule 430 Information&#148;), is referred to herein as the &#147;Registration Statement&#148;; and as used herein, the term &#147;Preliminary Prospectus&#148; means any preliminary
prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act that amends or supplements the Base Prospectus (as hereinafter defined) and the prospectus </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information (the &#147;Base Prospectus&#148;), and the term
&#147;Prospectus&#148; means the prospectus supplement and the Base Prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the
Shares. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item&nbsp;12 of Form S-3 under
the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to &#147;amend&#148;, &#147;amendment&#148; or &#147;supplement&#148; with
respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the &#147;Exchange Act&#148;) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement
and the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">At or prior to the Applicable Time (as defined below), the Company had prepared the following information
(collectively with the pricing information set forth on Annex C, the &#147;Pricing Disclosure Package&#148;): a Preliminary Prospectus dated September&nbsp;14, 2009 and each &#147;free-writing prospectus&#148; (as defined pursuant to Rule 405 under
the Securities Act) listed on Annex B hereto. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Applicable Time&#148; means 9:00 A.M., New York City time, on September&nbsp;18, 2009.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Purchase of the Shares by the Underwriters</U>. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set
forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter&#146;s name in Schedule 1 hereto at a price
per share (the &#147;Purchase Price&#148;) of $10.10. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In addition, the Company agrees to issue and sell the Option Shares to the several
Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not
jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which
bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section&nbsp;10 hereof)
bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in its sole discretion shall make.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the
thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the
Option Shares are </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date
or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section&nbsp;10 hereof). Any such notice shall be given at least one
business day prior to the date and time of delivery specified therein. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) The Company understands that the Underwriters intend to make a
public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees
that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriter. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Payment for the Shares shall be made by wire transfer in immediately available funds to an account with U.S. Bank National Association as Escrow
Agent pursuant to the Escrow Agreement (each as defined below) in the case of the Underwritten Shares, at the offices of Fried, Frank, Harris, Shriver&nbsp;&amp; Jacobson LLP at 10:00 A.M., New York City time, on September&nbsp;23, 2009, or at such
other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place
specified by the Representatives in the written notice of the Underwriters&#146; election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the &#147;Closing Date&#148;, and the
time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the &#147;Additional Closing Date&#148;. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several
Underwriters of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be
made through the facilities of The Depository Trust Company (&#147;DTC&#148;) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the
office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) As compensation to the Underwriters for their commitments hereunder, the Company will pay, or cause to be paid, to the Representatives, for the
accounts of the several Underwriters, an amount equal to $0.49652 per share for the Shares to be delivered by the Company hereunder on the Closing Date or the Additional Closing Date, as the case may be. On September&nbsp;23, 2009, or on such other
date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing, or, in the case of the Option Shares, on the date and time specified by the Representatives in the written notice of the
Underwriters&#146; election to purchase such Option Shares, the Company will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by the Representatives. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm&#146;s length contractual counterparty to the
Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally,
neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions
contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such
transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Representations
and Warranties of the Company</U>. The Company represents and warrants to each Underwriter as of the Applicable Time and as of the Closing Date that: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(a) <I>Preliminary Prospectus.</I> No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package,
at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; <U>provided</U> that the Company makes no representation and warranty with respect to any
statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it
being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section&nbsp;7(b) hereof. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Pricing Disclosure Package</I>. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as
of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; <U>provided</U> that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any
Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists
of the information described as such in Section&nbsp;7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure
Package that is required to be included in the Prospectus has been omitted therefrom. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>Issuer Free Writing
Prospectus. </I>Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized,
approved or referred to and will not prepare, use, authorize, approve or refer to any &#147;written communication&#148; (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares
(each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i)&nbsp;below, but including a communication referred to in clause (ii)&nbsp;below) an &#147;Issuer Free Writing
Prospectus&#148;) other than (i)&nbsp;any document not constituting a prospectus pursuant to Section&nbsp;2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii)&nbsp;the documents listed on Annex B hereto, each electronic
road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period
specified </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus filed
prior to the first use of such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; <U>provided</U> that the Company makes no representation and warranty with respect to any statements or omissions made
in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for
use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section&nbsp;7(b) hereof. </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Registration Statement and Prospectus.</I> The Registration Statement has been declared effective by the Commission. No order
suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Securities Act against the Company or related to the offering of the Shares has
been initiated or, to the Company&#146;s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective
amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; <U>provided</U> that the
Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the
Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information
described as such in Section&nbsp;7(b) hereof. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <I>Incorporated Documents.</I> The documents incorporated by reference
in the Registration Statement, the Prospectus and the Pricing Disclosure Package, when they were filed with the Commission complied in all material respects to the requirements of the Exchange Act, and, when read together, none of such documents
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any
further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will comply in all material respects to the requirements of
the Exchange Act and, when read together, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the
Company in writing by such Underwriter through the Representatives expressly for use in the </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">Registration Statement, the Pricing Disclosure Package or the Prospectus and any amendment or supplement thereto, it being understood and agreed that the
only such information furnished by any Underwriter consists of the information described as such in Section&nbsp;7(b) hereof. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(f) <I>Financial Statements.</I> The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting
principles in the United States applied on a consistent basis throughout the periods covered thereby except as otherwise noted therein, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly
in all material respects the information required to be stated therein; and the other financial information of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) <I>No Material Adverse Change.</I> Since the date of the most recent financial statements of the Company included or incorporated by
reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i)&nbsp;there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants
described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus and documents incorporated by reference therein),
material change in the short-term or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material
adverse change, or any development involving a prospective material adverse change, in or affecting, individually or in the aggregate, the business, properties, management, financial position, stockholders&#146; equity, results of operations or
prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its subsidiaries has entered into any transaction or agreement (other than those in the ordinary course of business) that is material to the
Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii)&nbsp;neither the Company nor any of its subsidiaries has
sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor
disturbance or dispute or any action, order or decree of any court or governmental or regulatory authority, except in each case as otherwise disclosed or incorporated by reference into the Registration Statement, the Pricing Disclosure Package and
the Prospectus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h) <I>Organization and Good Standing.</I> The Company and each of its subsidiaries have been duly
organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of
property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a
material adverse effect on the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its
obligations under this Agreement (a &#147;Material Adverse Effect&#148;). The Company does not own or control, directly or indirectly, any Significant Subsidiary other than the subsidiaries listed in Exhibit 21 to the Company&#146;s 10-K for the
year 2008. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) <I>Capitalization.</I> The Company has an authorized capital stock as set forth in the Registration
Statement, the Pricing Disclosure Package and the Prospectus under the heading &#147;Capitalization&#148;; all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable
and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation,
pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of
any kind relating to the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options (other than those issued or issuable under the Company Stock Plans or otherwise disclosed
in the Registration Statement, Pricing Disclosure Package and the Prospectus); the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and
the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are
owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except as disclosed in the Registration Statement, Pricing
Disclosure Package and the Prospectus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) <I>Stock Options. </I>With respect to the stock options (the &#147;Stock
Options&#148;) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the &#147;Company Stock Plans&#148;), (i)&nbsp;each such grant was made in material compliance with the terms of the Company Stock Plans, the
Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (ii)&nbsp;each such grant has been properly
accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company&#146;s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The
Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to the release or other public announcement of material information regarding the Company or its subsidiaries or
their results of operations or prospects in a manner designed to manipulate the exercise price of Stock Options. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(k) <I>Due
Authorization.</I> The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it
of this Agreement and the consummation by it of the sale of the Shares contemplated hereby has been duly and validly taken. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(l) <I>Underwriting Agreement. </I>This Agreement has been duly authorized, executed and
delivered by the Company. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) <I>The Shares. </I>The Shares to be issued and sold by the Company hereunder have been duly
authorized and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement, the
Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(n) <I>The Escrow Agreement.</I> The escrow securities account agreement by and among the Company and U.S. Bank National Association, as Escrow Agent (the &#147;Escrow Agent&#148;), to be dated as of the Closing Date (the &#147;Escrow
Agreement&#148;), has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors&#146; rights and to general equity principles; the Escrow Agreement will conform in all material respects to the
description thereof in the Pricing Disclosure Package and the Prospectus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(o) <I>No Violation or Default.</I> Neither the
Company nor any of its subsidiaries is (i)&nbsp;in violation of its charter or by-laws or similar organizational documents; (ii)&nbsp;in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default,
in the performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii)&nbsp;in violation of any applicable law or statute or any applicable judgment, order, rule or
regulation of any court or governmental or regulatory authority, except, in the case of clauses (ii)&nbsp;and (iii)&nbsp;above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(p) <I>No Conflicts. </I>The execution, delivery and performance by the Company of the Escrow Agreement, the issuance and
sale of the Shares and the consummation of the transactions herein will not (i)&nbsp;conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is
a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii)&nbsp;result in any violation of the provisions of the charter or by-laws or
similar organizational documents of the Company or any of its subsidiaries or (iii)&nbsp;result in the violation of any applicable law or statute or any applicable judgment, order, rule or regulation of any court or governmental or regulatory
authority, except, in the case of clauses (i)&nbsp;and (iii)&nbsp;above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(q) <I>No Consents Required.</I> No consent, approval, authorization, order, license, registration or qualification of or with any court
or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated, except for those which have
been obtained, for the registration of the Shares under the Securities Act, listing of </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">the Shares on the New York Stock Exchange and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the
Financial Industry Regulatory Authority, Inc. (&#147;FINRA&#148;) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(r) <I>Legal Proceedings.</I> Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there
are no legal, governmental or regulatory investigations (as to which the Company has been given notice), actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any
of its subsidiaries is subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such investigations (without giving effect
to the notice qualifier set forth above), actions, suits or proceedings are, to the knowledge of the Company, threatened or contemplated; and (i)&nbsp;there are no current or pending legal, governmental or regulatory actions, suits or proceedings
that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and
(ii)&nbsp;there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package
or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(s) <I>Independent Accountants</I>. Ernst and Young LLP and Deloitte&nbsp;&amp; Touche LLP, who have certified certain financial
statements of the Company and its subsidiaries are or were independent registered public accounting firms with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company
Accounting Oversight Board (United States) and as required by the Securities Act. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(t) <I>Title to Real and Personal
Property</I>. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are
material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i)&nbsp;do not materially interfere with the use made
and proposed to be made of such property by the Company and its subsidiaries, (ii)&nbsp;would not, individually or in the aggregate, have a Material Adverse Effect or (iii)&nbsp;are described in the Registration Statement, Pricing Disclosure Package
and Prospectus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(u) <I>Title to Intellectual Property</I>. The Company and its subsidiaries own or possess adequate rights
to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as currently proposed to be conducted except as would not reasonably be expected to have a Material
Adverse Effect. The conduct of the respective businesses of the Company and its subsidiaries will not conflict with any of the foregoing rights of others except as would not, individually or in the aggregate, have a Material Adverse Effect. Neither
the Company nor its subsidiaries has received a notice of infringement with respect any of these rights. The Company and its subsidiaries have not received any notice of any claim of infringement, </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks,
trade names, copyrights and know-how, which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(v) <I>No Undisclosed Relationships</I>. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or
suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and that is not so described in such
documents. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(w) <I>Investment Company Act</I>. The Company is not and, after giving effect to the offering and sale of the
Shares and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register as an &#147;investment company&#148; or an entity
&#147;controlled&#148; by an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the &#147;Investment Company Act&#148;).
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(x) <I>Taxes.</I> The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed (taking
into account applicable extensions) all tax returns required to be paid or filed through the date hereof (except those being disputed in good faith and for which adequate reserve has been established and maintained); and except as otherwise
disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no material tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of
their respective properties or assets. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(y) <I>Licenses and Permits.</I> The Company and its subsidiaries possess all
licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or
lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not,
individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any
revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course except where any such
revocation, modification or non-renewal would not, individually or in the aggregate, have a Material Adverse Effect. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(z)
<I>No Labor Disputes.</I> No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent
labor disturbance by, or dispute with, the employees of any of its or its subsidiaries&#146; principal suppliers or contractors, except as would not, individually or in the aggregate, have a Material Adverse Effect. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(aa) <I>Environmental Matters.</I> Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
and except for matters that would not, individually or in the aggregate, have a Material Adverse Effect, (i)&nbsp;the Company and its subsidiaries (a)&nbsp;are in compliance with any and all applicable federal, state, local and foreign laws, rules,
regulations, </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human
health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release or threat of Release of Hazardous Materials (collectively, &#147;Environmental Laws&#148;), (b)&nbsp;have received and are in
compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (c)&nbsp;have not received notice of any actual or potential
liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition
that would reasonably be expected to result in any such notice and (d)&nbsp;are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law; (ii)&nbsp;there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries; (iii)&nbsp;there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental
Laws in which a governmental entity is also a party; (iv)&nbsp;the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws,
including the Release or threat of Release of Hazardous Materials; and (v)&nbsp;none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws; and (vi)&nbsp;there has been no storage, generation,
transportation, use, handling, treatment, Release or threat of Release of Hazardous Materials by, relating to or caused by the Company or any of its subsidiaries (or, to the knowledge of the Company and its subsidiaries, any other entity (including
any predecessor) for whose acts or omissions the Company or any of its subsidiaries is or could reasonably be expected to be liable) at, on, under or from (A)&nbsp;any property or facility now or previously owned, operated or leased by the Company
or any of its subsidiaries or (B)&nbsp;any other property or facility, in each case in violation of any Environmental Laws or in a manner or amount or to a location that could reasonably be expected, individually or in the aggregate, to result in
liability under any Environmental Law. &#147;Hazardous Materials&#148; means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil
or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise to liability under any
Environmental Law. &#147;Release&#148; means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the
environment, or in, into from or through any building or structure. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(bb) <I>Compliance with ERISA.</I> (i)&nbsp;Each
employee benefit plan, within the meaning of Section&nbsp;3(3) of the Employee Retirement Income Security Act of 1974, as amended (&#147;ERISA&#148;), for which the Company or any member of its &#147;Controlled Group&#148; (defined as any
organization which is a member of the Company&#146;s controlled group of corporations or is under common control with the Company within the meaning of Sections 414(b) or (c)&nbsp;of the Internal Revenue Code of 1986, as amended (the
&#147;Code&#148;)) would have any liability (each, a &#147;Plan&#148;) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code,
except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)&nbsp;no prohibited transaction, within the meaning of Section&nbsp;406 of ERISA or Section&nbsp;4975 of the Code,
has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably be expected to result in a material liability to the Company or its subsidiaries; (iii)&nbsp;for each
Plan that is subject to </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA, the minimum funding standard of Section&nbsp;412 of the Code or
Section&nbsp;302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver
thereof or extension of any amortization period); (iv)&nbsp;the fair market value of the assets of each Plan that is subject to the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA exceeds the present value of all benefits
accrued under such Plan (determined based on those assumptions used to fund such Plan); (v)&nbsp;no &#147;reportable event&#148; (within the meaning of Section&nbsp;4043(c) of ERISA) has occurred or is reasonably expected to occur that either has
resulted, or could reasonably be expected to result, in material liability to the Company or its subsidiaries; (vi)&nbsp;neither the Company nor any member of its Controlled Group has incurred, nor reasonably expects to incur, any liability under
Title IV of ERISA (other than contributions or premiums to the PBGC, in the ordinary course and without default) in respect of a Plan (including a &#147;multiemployer plan&#148;, within the meaning of Section&nbsp;4001(a)(3) of ERISA); and
(vii)&nbsp;there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan
that could reasonably be expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x)&nbsp;a material increase in the aggregate amount of contributions
required to be made to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made by the Company and its subsidiaries&#146; most recently completed
fiscal year; or (y)&nbsp;a material increase in the &#147;accumulated post-retirement benefit obligations&#148; of the Company and its subsidiaries (within the meaning of Statement of Financial Accounting Standards No.&nbsp;106, as amended) compared
to the amount of such obligations as of the Company&#146;s most recently completed fiscal year. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(cc) <I>Disclosure
Controls</I>. The Company and its subsidiaries maintain an effective system of &#147;disclosure controls and procedures&#148; (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has
been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission&#146;s
rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company&#146;s management as appropriate to allow timely decisions regarding required disclosure. The evaluations of
the effectiveness of the Company and its subsidiaries&#146; disclosure controls and procedures have been carried out as of and on the dates required by Rule 13a-15 of the Exchange Act. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(dd) <I>Accounting Controls.</I> The Company and its subsidiaries maintain systems of &#147;internal control over financial
reporting&#148; (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers,
or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are
recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii)&nbsp;access to assets is permitted only in accordance with management&#146;s
general or specific authorization; and (iv)&nbsp;the recorded accountability for assets is compared with the existing assets at reasonable intervals and </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, based on the Company&#146;s most recent evaluation of internal control over financial reporting, there are no material weaknesses in the Company&#146;s internal control over financial reporting. As of and when required by
Section&nbsp;302 of the Sarbanes Oxley Act, the Company&#146;s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i)&nbsp;all significant deficiencies and material weaknesses in the design or operation
of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company&#146;s ability to record, process, summarize and report financial information; and (ii)&nbsp;any fraud, whether or
not material, that involves management or other employees who have a significant role in the Company&#146;s internal control over financial reporting. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(ee) <I>Insurance. </I>The Company and each of its subsidiaries are insured by insurers of nationally recognized financial responsibility against such losses and risks and in such amounts as are prudent in the
businesses in which they are engaged; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at
a cost that would not, individually or in the aggregate, have a Material Adverse Effect. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ff) <I>No Unlawful Payments.</I>
Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i)&nbsp;used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)&nbsp;made any direct or indirect unlawful payment to any foreign or domestic government official or employee from
corporate funds; (iii)&nbsp;violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv)&nbsp;made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(gg) <I>Compliance with Money Laundering Laws</I>. The operations of the Company and its subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in such jurisdictions (collectively, the &#147;Money Laundering Laws&#148;) and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(hh) <I>Compliance with OFAC. </I>None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or affiliate (other than an affiliate solely by reason that it is under common control with the Company) of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Department of the Treasury (&#147;OFAC&#148;); and the Company will not, directly or indirectly, use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) <I>No Restrictions on Subsidiaries</I>. No subsidiary of the Company is currently
prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary&#146;s capital stock, from repaying to
the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary&#146;s properties or assets to the Company or any other subsidiary of the Company, in each case in any manner that would materially
impair the Company and its subsidiaries&#146; ability to conduct its operations and pay its obligations as they become due. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(jj) <I>No Broker&#146;s Fees.</I> Other than the Company&#146;s arrangement with Moelis&nbsp;&amp; Co. for financial advisory services or as otherwise disclosed in the Prospectus and the Pricing Disclosure Package, neither the Company nor
any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage
commission, finder&#146;s fee or like payment in connection with the offering and sale of the Shares. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(kk) <I>No
Registration Rights</I>. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance
and sale of the Shares. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ll) <I>No Stabilization.</I> The Company has not taken, directly or indirectly, any action
designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares in connection with the offering of the Shares. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(mm) <I>Margin Rules</I>. The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(nn) <I>Statistical and Market Data.</I> Nothing has come to the attention of the Company that has caused the Company to believe that
the statistical and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(oo) <I>Sarbanes-Oxley Act</I>. The Company is in material compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 and
the rules and regulations promulgated thereunder (the &#147;Sarbanes-Oxley Act&#148;). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(pp) <I>Status under the Securities
Act</I>. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company made a <I>bona fide</I> offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the
Shares and at the date hereof, the Company was not and is not an &#147;ineligible issuer,&#148; as defined in Rule 405 under the Securities Act. The Company has paid the registration fee for this offering pursuant to Rule 456(b)(1) under the
Securities Act or will pay such fee within the time period required by such rule (without giving effect to the proviso therein) and in any event prior to the Closing Date. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(qq) <I>Solvency.</I> The Company is, and immediately after the Closing will be, Solvent. As used herein, the term &#147;Solvent&#148;
means, with respect to the Company, on a particular date, that on such date (A)&nbsp;the fair market value of the assets of the Company is greater than the total amount of liabilities (including contingent liabilities) of the Company, (B)&nbsp;the
present fair salable </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">value of the assets of the Company is greater than the amount that will be required to pay the probable liabilities of the Company on its debts as they
become absolute and mature, (C)&nbsp;the Company is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature, and (D)&nbsp;the Company does not have an unreasonably small amount of
capital and surplus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(rr) <I>Suppliers</I>. Except as disclosed in the Registration Statement, Pricing Disclosure Package
and Prospectus, no supplier of merchandise to the Company or any of the Subsidiaries has ceased shipments of merchandise to the Company or any of the subsidiaries, other than in the normal and ordinary course of business consistent with past
practices, which cessation would result in a Material Adverse Effect. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ss) <I>Franchise Agreements</I>. Except as disclosed
in the Registration Statement, Pricing Disclosure Package and Prospectus, each franchise agreement, in each case between a subsidiary and the applicable manufacturer has been duly authorized by the Company and such subsidiaries, and, as of the
Closing Date, the Company shall have obtained all consents, authorizations and approvals from the manufacturers required to consummate the transactions contemplated hereby or by the Prospectus and the Pricing Disclosure Package. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Further Agreements of the Company</U>. The Company covenants and agrees with each Underwriter that: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Required Filings.</I> The Company will file the final Prospectus with the Commission within the time periods specified by Rule
424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the term sheet substantially in the form of Annex C) to the extent required by Rule 433 under the Securities Act; will timely file
all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus but during the
Prospectus Delivery Period (as defined below) and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 4:00 P.M., New York City time, on
the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(b) <I>Delivery of Copies.</I> The Company will deliver, without charge, (i)&nbsp;to the Representatives, a signed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and
consents filed therewith and documents incorporated by reference; and (ii)&nbsp;to each Underwriter (A)&nbsp;a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B)&nbsp;during the
Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein and each Issuer Free Writing Prospectus) as the Representatives may
reasonably request; <U>provided</U> that in the case of (ii)(A), the Company will be deemed to have furnished such Registration Statement and amendments thereto to the extent they are filed on the Commission&#146;s Electronic Data Gathering,
Analysis, and Retrieval system (or successor system). As used herein, the term &#147;Prospectus Delivery Period&#148; means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the
Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>Amendments or Supplements, Issuer Free Writing Prospectuses.</I> Until the
expiration of the Prospectus Delivery Period, before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus,
after the time that the Registration Statement becomes effective, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not
prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Notice to the Representatives.</I> Until the expiration of the Prospectus Delivery Period, the Company will advise the
Representatives promptly, and confirm such advice in writing, (i)&nbsp;when any post-effective amendment to the Registration Statement has been filed or becomes effective; (ii)&nbsp;when any supplement to the Prospectus or any Issuer Free Writing
Prospectus or any amendment to the Prospectus has been filed; (iii)&nbsp;of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the
Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv)&nbsp;of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or
preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section&nbsp;8A of the Securities Act;
(v)&nbsp;of the occurrence of any event as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is
delivered to a purchaser, not misleading; or (vi)&nbsp;of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the
Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <I>Ongoing Compliance.</I> (1)&nbsp;If during the Prospectus Delivery Period (i)&nbsp;any event shall occur or condition shall exist
as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii)&nbsp;it is necessary to amend or supplement the Prospectus to comply with the Securities Act, the Company will promptly notify the
Underwriters thereof and promptly prepare and, subject to paragraph (c)&nbsp;above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as
may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with
the Securities Act and (2)&nbsp;if at any time prior to the Closing Date (i)&nbsp;any event shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement
of a material fact required to be stated therein or omit to state any material fact </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a
purchaser, not misleading or (ii)&nbsp;it is necessary to amend or supplement the Pricing Disclosure Package to comply with the Securities Act, the Company will promptly notify the Underwriters thereof and promptly prepare and, subject to paragraph
(c)&nbsp;above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that
the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure
Package will comply with the Securities Act. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) <I>Blue Sky Compliance.</I> The Company will use its reasonable best
efforts, in cooperation with the Underwriters, to qualify the Shares for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in
effect for a period of one year from the date hereof; <U>provided</U> that the Company shall not be required to (i)&nbsp;qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not
otherwise be required to so qualify, (ii)&nbsp;file any general consent to service of process in any such jurisdiction or (iii)&nbsp;subject itself to taxation in any such jurisdiction if it is not otherwise so subject. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) <I>Earning Statement. </I>The Company will make generally available to its security holders and the Representatives as soon as
practicable an earning statement that satisfies the provisions of Section&nbsp;11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of
the Company occurring after the &#147;effective date&#148; (as defined in Rule 158) of the Registration Statement. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h)
<I>Clear Market.</I> For a period of 90 days after the date of the Prospectus, the Company will not (i)&nbsp;offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or
exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii)&nbsp;enter into any swap or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i)&nbsp;or (ii)&nbsp;above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior
written consent of J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated, other than (A)&nbsp;the Shares to be sold hereunder, (B)&nbsp;the 5% Convertible Senior Notes due 2029 or the underlying shares of Stock
issuable upon conversion of such 5% Convertible Senior Notes due 2029, (C)&nbsp;shares of Stock issued upon the exercise of warrants held by Bank of America, N.A. or JPMorgan Chase Bank, National Association outstanding on the date hereof,
(D)&nbsp;the underlying shares of Stock issuable upon conversion of 4.25% Convertible Senior Subordinated Notes due 2015, and (E)&nbsp;restricted shares or shares of Stock of the Company issued upon the exercise of options granted under Company
Stock Plans during the 90 day restricted period. Notwithstanding the foregoing, if (1)&nbsp;during the last 17 days of the 90 day restricted period, the Company issues an earnings release or material news or a material event relating to the Company
occurs; or (2)&nbsp;prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this
Agreement shall continue to apply until the expiration of the 18-day </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">period beginning on the issuance of the earnings release or the occurrence of the material news or material event. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) <I>Use of Proceeds.</I> The Company will apply the net proceeds from the sale of the Shares as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus under the heading &#147;Use of Proceeds&#148;. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) <I>No
Stabilization.</I> The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(k) <I>Exchange Listing.</I> The Company will use its best efforts to list, subject to notice of issuance, the Shares on the New York
Stock Exchange (the &#147;Exchange&#148;). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(l) <I>Reports</I>. For a period of one year following the Closing Date, the
Company will furnish to the Representatives, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or
filed with the Commission or any national securities exchange or automatic quotation system; <U>provided</U> the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on
the Commission&#146;s Electronic Data Gathering, Analysis, and Retrieval system (or successor system). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) <I>Record
Retention</I>. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(n) <I>Release of Escrow. </I>The Company shall not seek the release of the funds or any other assets held in the Escrow Account unless
such release is in compliance with the terms of the Escrow Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>Certain Agreements of the Underwriters</U>. Each Underwriter
hereby represents and agrees that: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) It has not used, authorized use of, referred to or participated in the planning for
use of, and will not use, authorize use of, refer to or participate in the planning for use of, any &#147;free writing prospectus&#148;, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to
the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i)&nbsp;a free writing prospectus that contains no &#147;issuer information&#148; (as defined in
Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii)&nbsp;any Issuer Free Writing Prospectus listed on
Annex B or prepared pursuant to Section&nbsp;3(c) or Section&nbsp;4(c) above (including any electronic road show), or (iii)&nbsp;any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such
free writing prospectus referred to in clauses (i)&nbsp;or (iii), an &#147;Underwriter Free Writing Prospectus&#148;). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b)
It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">previously been included in a free writing prospectus filed with the Commission; <I>provided</I> that Underwriters may use a term sheet substantially in the
form of Annex C hereto without the consent of the Company; <I>provided further</I> that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently
with, the first use of such term sheet. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6. <U>Conditions of Underwriters&#146; Obligations.</U> The obligation of each Underwriter to
purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the
following additional conditions: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Registration Compliance; No Stop Order.</I> No order suspending the effectiveness
of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section&nbsp;8A under the Securities Act shall be pending before or, to the Company&#146;s knowledge, threatened by the Commission; the Prospectus
and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with
Section&nbsp;4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Representations and Warranties.</I> The representations and warranties of the Company contained herein shall be true and correct on
the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and
as of the Closing Date or the Additional Closing Date, as the case may be. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>No Downgrade.</I> Subsequent to the
earlier of (A)&nbsp;the Applicable Time and (B)&nbsp;the execution and delivery of this Agreement, if there are any debt securities or preferred stock of, or guaranteed by, the Company or any of its subsidiaries that are rated by a &#147;nationally
recognized statistical rating organization,&#148; as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, (i)&nbsp;no downgrading shall have occurred in the rating accorded any such debt securities or
preferred stock and (ii)&nbsp;no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an
announcement with positive implications of a possible upgrading). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>No Material Adverse Change.</I> No event or
condition of a type described in Section&nbsp;3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding
any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing
Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(e) <I>Officers&#146; Certificates.</I> The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of (A)&nbsp;the chief financial officer
or chief accounting officer of the Company and one additional senior officer of the Company who is satisfactory to the Representatives (i)&nbsp;confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure
Package and the Prospectus </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">and, to the knowledge of such officers, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii)&nbsp;confirming that the
other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the
Closing Date or the Additional Closing Date, as the case may be, and (iii)&nbsp;to the effect set forth in paragraphs (a), (c)&nbsp;and (d)&nbsp;above and (B)&nbsp;the chief financial officer of the Company to the effect set forth in Exhibit C.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) <I>Comfort Letters.</I> On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the
case may be, Ernst and Young LLP and Deloitte&nbsp;&amp; Touche LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and
substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants&#146; &#147;comfort letters&#148; to underwriters with respect to the financial statements and certain
financial information contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may
be, shall use a &#147;cut-off&#148; date no more than three business days prior to such Closing Date or such Additional Closing Date, as the case may be. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(g) <I>Opinion and 10b-5 Statement of Counsel for the Company.</I> Moore&nbsp;&amp; Van Allen PLLC, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written
opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A
hereto. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h) <I>Opinion and 10b-5 Statement of Counsel for the Underwriters.</I> The Representatives shall have received on
and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Fried, Frank, Harris, Shriver&nbsp;&amp; Jacobson LLP, counsel for the Underwriters, with respect to such matters as the Representatives
may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) <I>No Legal Impediment to Issuance.</I> No action shall have been taken and no statute, rule, regulation or order shall have been
enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares; and no injunction or
order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) <I>Good Standing</I>. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the
case may be, satisfactory evidence of the good standing of the Company and its Significant Subsidiaries in their respective jurisdictions of organization and their good standing, if applicable, as foreign entities in such jurisdictions as they are
qualified, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(k) <I>Exchange Listing.</I> The Shares to be delivered on the Closing Date or Additional
Closing Date, as the case may be, shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(l) <I>Lock-up Agreements</I>. The &#147;lock-up&#148; agreements, each substantially in the form of Exhibit A hereto, between you and O. Bruton Smith, B. Scott Smith, David P. Cosper, David B. Smith, Frank Jeff Dyke,
William R. Brooks, William I. Belk, Victor H. Doolan, Robert Heller, Robert L. Rewey, David C. Vorhoff, Sonic Financial Corp. and SMDA Development I, LLC relating to sales and certain other dispositions of shares of Stock or certain other
securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date or Additional Closing Date, as the case may be. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) <I>Escrow Agreement</I>. The Company shall have entered into an Escrow Agreement with the Escrow Agent in substantially the form
attached as Exhibit B. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(n) <I>Additional Documents.</I> On or prior to the Closing Date or the Additional Closing Date, as
the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">7. <U>Indemnification and Contribution</U>. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Indemnification of the Underwriters.</I> The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and
officers and each person, if any, who controls such Underwriter within the meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon,
(i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order
to make the statements therein, not misleading, (ii)&nbsp;or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any
&#147;issuer information&#148; filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission
or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to
the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection
(b)&nbsp;below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Indemnification of the Company.</I> Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its affiliates, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">15 of the Securities Act or Section&nbsp;20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a)&nbsp;above, but only with
respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)
that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such
Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed
upon that the only such information furnished by any Underwriter consists of the following information in the Registration Statement, Pricing Disclosure Package or Prospectus furnished on behalf of each Underwriter: the third and thirteenth
paragraphs under the caption &#147;Underwriting&#148; in the Preliminary Prospectus and the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>Notice and Procedures.</I>
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a)&nbsp;or
(b)&nbsp;above, such person (the &#147;Indemnified Person&#148;) shall promptly notify the person against whom such indemnification may be sought (the &#147;Indemnifying Person&#148;) in writing; <U>provided</U> that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a)&nbsp;or (b)&nbsp;above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and <U>provided</U>, <U>further</U>, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a)&nbsp;or (b)&nbsp;above. If any such
proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without
the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i)&nbsp;the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii)&nbsp;the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii)&nbsp;the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv)&nbsp;the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person
and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses
shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities Inc. and
Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of
Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for reasonable fees and expenses of counsel as contemplated by </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i)&nbsp;such settlement
is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii)&nbsp;the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement.
No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could
have been sought hereunder by such Indemnified Person, unless such settlement (x)&nbsp;includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on
claims that are the subject matter of such proceeding and (y)&nbsp;does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Contribution.</I> If the indemnification provided for in paragraphs (a)&nbsp;and (b)&nbsp;above is unavailable to an Indemnified Person or
insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable
by such Indemnified Person as a result of such losses, claims, damages or liabilities (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters on the other, from
the offering of the Shares pursuant to this Agreement or (ii)&nbsp;if the allocation provided by clause (i)&nbsp;is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i)&nbsp;but also the relative fault of the Company, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the
Company from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering
price of the Shares. The relative fault of the Company, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <I>Limitation on Liability.</I> The Company and the Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section&nbsp;7 were determined by <U>pro</U> <U>rata</U> allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d)&nbsp;above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d)&nbsp;above shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section&nbsp;7, in no event shall an Underwriter be required
to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters&#146; obligations to contribute pursuant to this Section&nbsp;7 are several in proportion to their respective purchase obligations hereunder and
not joint. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) <I>Non-Exclusive Remedies.</I> The remedies provided for in this Section&nbsp;7 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Effectiveness
of Agreement</U>. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">9.
<U>Termination</U>. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option
Shares, prior to the Additional Closing Date (i)&nbsp;trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or the Nasdaq Stock Market; (ii)&nbsp;trading of any securities issued or guaranteed
by the Company shall have been suspended on the New York Stock Exchange or the Nasdaq Stock Market; (iii)&nbsp;a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or
(iv)&nbsp;there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and
adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the
Pricing Disclosure Package and the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">10. <U>Defaulting Underwriter</U>. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it
has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours
after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the
non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or
the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the
Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term
&#147;Underwriter&#148; includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section&nbsp;10, purchases Shares that a defaulting Underwriter agreed but
failed to purchase. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or
Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a)&nbsp;above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed
one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such
date plus such Underwriter&#146;s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
</FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting
Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a)&nbsp;above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be,
exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b)&nbsp;above, then this Agreement or, with respect to any Additional Closing Date, the
obligation of the Underwriters to purchase Shares on the Additional Closing Date shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section&nbsp;10 shall be without
liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section&nbsp;11 hereof and except that the provisions of Section&nbsp;7 hereof shall not terminate and shall remain
in effect. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any
non-defaulting Underwriter for damages caused by its default. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">11. <U>Payment of Expenses</U><I></I>. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be
paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i)&nbsp;the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in
that connection; (ii)&nbsp;the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the
Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii)&nbsp;the costs of reproducing and distributing the Escrow Agreement; (iv)&nbsp;the fees and expenses of the Company&#146;s counsel and
independent accountants; (v)&nbsp;the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such
jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters);&nbsp;(vi) the cost of preparing stock certificates;
(vii)&nbsp;the fees and expenses of the Escrow Agent, including the fees and disbursements of its counsel, in connection with the Escrow Agreement; (viii)&nbsp;the costs and charges of any transfer agent and any registrar; (ix)&nbsp;all expenses and
application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (x)&nbsp;all expenses incurred by the Company in connection with any &#147;road show&#148; presentation to potential investors; and (xi)&nbsp;all
expenses and application fees related to the listing of the Shares on the New York Stock Exchange. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) If (i)&nbsp;this Agreement is
terminated pursuant to Section&nbsp;9, (ii)&nbsp;the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii)&nbsp;the Underwriters decline to purchase the Shares for any reason permitted under this Agreement
(other than a termination pursuant to Section&nbsp;10), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in
connection with this Agreement and the offering contemplated hereby. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">12. <U>Persons Entitled to Benefit of Agreement</U>. This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section&nbsp;7 hereof. Nothing in this Agreement is intended or shall be
construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason
of such purchase. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">13. <U>Survival</U>. The respective indemnities, rights of contribution, representations, warranties and
agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment
for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">14. <U>Certain Defined Terms</U>. For purposes of this Agreement, (a)&nbsp;except where otherwise expressly provided, the term &#147;affiliate&#148; has
the meaning set forth in Rule 405 under the Securities Act; (b)&nbsp;the term &#147;business day&#148; means any day other than a day on which banks are permitted or required to be closed in New York City; and (c)&nbsp;the term
&#147;subsidiary&#148; means a consolidated subsidiary of the Company; and (d)&nbsp;the term &#147;Significant Subsidiary&#148; shall mean a consolidated dealership subsidiary of the Company that produced more than 2% of the Company&#146;s total
revenues for the six months ended June&nbsp;30, 2009. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">15. <U>Miscellaneous</U>. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Authority of J.P. Morgan Securities Inc. </I>Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities Inc. on behalf of the
Underwriters, and any such action taken by J.P. Morgan Securities Inc. shall be binding upon the Underwriters. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Notices.</I> All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the
Representatives c/o J.P. Morgan Securities Inc., 383 Madison Avenue, New York, New York 10179 (fax: (212)&nbsp;622-8358), Attention Equity Syndicate Desk and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated, One Bryant Park, New York, NY
10036, (fax: (646)&nbsp;855-3073), Attention: Syndicate Department. Notices to the Company shall be given to it at 6415 Idlewild Road, Suite 109, Charlotte, North Carolina 28212, (fax: (704)&nbsp;536-4665) Attention: Stephen K. Coss, Esq. Senior
Vice President and General Counsel. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>Governing Law.</I> This Agreement and any claim, controversy or dispute arising under or
related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Counterparts.</I> This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e)
<I>Amendments or Waivers.</I> No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) <I>Headings.</I> The headings herein are included for convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If the foregoing is in accordance with your understanding, please indicate your acceptance of this
Agreement by signing in the space provided below. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5"><FONT FACE="Times New Roman" SIZE="2">Very truly yours,</FONT></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="5"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5"><FONT FACE="Times New Roman" SIZE="2">SONIC AUTOMOTIVE, INC.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ David P. Cosper</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT FACE="Times New Roman" SIZE="2">David P. Cosper</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD COLSPAN="3" VALIGN="bottom"></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Accepted: September&nbsp;17, 2009 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">J.P. MORGAN SECURITIES INC. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">MERRILL LYNCH, PIERCE, FENNER&nbsp;&amp; SMITH INCORPORATED </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">For themselves and on behalf of the </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">several Underwriters listed </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">in Schedule 1 hereto. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5"><FONT FACE="Times New Roman" SIZE="2">J.P. MORGAN SECURITIES INC.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Alice Takhtajan</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT FACE="Times New Roman" SIZE="2">Alice Takhtajan</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT FACE="Times New Roman" SIZE="2">Vice President</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="5"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5"><FONT FACE="Times New Roman" SIZE="2">MERRILL&nbsp;LYNCH,&nbsp;PIERCE,&nbsp;FENNER&nbsp;&amp;&nbsp;SMITH&nbsp;INCORPORATED</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Clemence Rasigini</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT FACE="Times New Roman" SIZE="2">Clemence Rasigini</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT FACE="Times New Roman" SIZE="2">Principal</FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">Schedule 1 </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="68%" BORDER="0" ALIGN="center">

<TR>
<TD WIDTH="80%"></TD>
<TD VALIGN="bottom" WIDTH="10%"></TD>
<TD></TD></TR>
<TR>
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000;width:43pt"><FONT FACE="Times New Roman" SIZE="1"><B>Underwriter</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="1"><B>Number&nbsp;of&nbsp;Shares</B></FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">J.P. Morgan Securities Inc.</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">4,095,000</FONT></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">3,195,000</FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Wells Fargo Securities, LLC</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">824,400</FONT></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Moelis&nbsp;&amp; Company LLC</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">594,900</FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Stephens Inc.</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">290,700</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-top:1px solid #000000">&nbsp;</TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Total</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">9,000,000</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-top:3px double #000000">&nbsp;</TD></TR>
</TABLE>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>3
<FILENAME>dex12.htm
<DESCRIPTION>UNDERWRITING AGREEMENT FOR CONVERTIBLE SENIOR NOTES
<TEXT>
<HTML><HEAD>
<TITLE>Underwriting Agreement for convertible senior notes</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 1.2 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT
FACE="Times New Roman" SIZE="2">EXECUTION COPY </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Sonic Automotive, Inc. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">$150,000,000 aggregate principal amount of </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5% Convertible Senior Notes due
October&nbsp;1, 2029 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Underwriting Agreement </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT
FACE="Times New Roman" SIZE="2">September&nbsp;17, 2009 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">J.P. Morgan Securities Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">As Representatives of the </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;several Underwriters listed </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;in Schedule 1 hereto </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">c/o J.P. Morgan Securities Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">383 Madison Avenue </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">New York, New York 10179 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Ladies and Gentlemen: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Sonic Automotive, Inc., a Delaware corporation (the &#147;Company&#148;), proposes to
issue and sell to the several Underwriters listed in Schedule 1 hereto (the &#147;Underwriters&#148;), for whom you are acting as representatives (the &#147;Representatives&#148;), $150,000,000 aggregate principal amount of its 5% Convertible Senior
Notes due 2029 (the &#147;Underwritten Securities&#148;) and, at the option of the Underwriters, up to an additional $22,500,000 principal amount of its 5% Convertible Senior Notes Due 2029 (the &#147;Option Securities&#148;) if and to the extent
that the Underwriters shall have determined to exercise the option to purchase such 5% Convertible Senior Notes due 2029 granted to the Underwriters in Section&nbsp;2 hereof. The Underwritten Securities and the Option Securities are herein referred
to as the &#147;Securities.&#148; The Securities are convertible into shares (the &#147;Underlying Shares&#148;) of Class&nbsp;A common stock of the Company, par value $0.01 per share (the &#147;Common Stock&#148;). The Securities will be issued
pursuant to an indenture, to be dated as of&nbsp;September 23, 2009, between the Company and&nbsp;U.S. Bank National Association, as Trustee (the &#147;Base Indenture&#148;) and to be amended by a supplemental indenture to be dated as of
September&nbsp;23, 2009 (the &#147;Supplemental Indenture&#148; and, together with the Base Indenture, the &#147;Indenture&#148;). The Common Stock and Class B common stock of the Company, par value $0.10 per share, are referred to herein as the
&#147;Stock.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the
Securities, as follows: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Registration Statement</U>. The Company has prepared and filed with the Securities and Exchange Commission
(the &#147;Commission&#148;) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the &#147;Securities Act&#148;), a registration statement (File No.&nbsp;333-161519 and
333-161519-01 through 333-161519-277), including a prospectus, registering shares of Common Stock, preferred stock, warrants, debt securities and guarantees. Such registration statement, as amended at the time it became effective, including the
information, if any, deemed pursuant </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (&#147;Rule 430
Information&#148;), is referred to herein as the &#147;Registration Statement&#148;; and as used herein, the term &#147;Preliminary Prospectus&#148; means any preliminary prospectus supplement relating to the Securities filed with the Commission
pursuant to Rule 424(b) under the Securities Act that amends or supplements the Base Prospectus (as hereinafter defined) and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information (the
&#147;Base Prospectus&#148;), and the term &#147;Prospectus&#148; means the prospectus supplement and the Base Prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in
connection with confirmation of sales of the Securities Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item&nbsp;12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to &#147;amend&#148;,
&#147;amendment&#148; or &#147;supplement&#148; with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the &#147;Exchange Act&#148;) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Registration Statement and the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">At or prior to the Applicable Time (as defined below), the Company
had prepared the following information (collectively with the pricing information set forth on Annex C, the &#147;Pricing Disclosure Package&#148;): a Preliminary Prospectus dated September&nbsp;14, 2009 and each &#147;free-writing prospectus&#148;
(as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Applicable Time&#148; means 9:00 A.M., New York
City time, on September&nbsp;23, 2009. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Purchase of the Securities by the Underwriters</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on
the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities
set forth opposite such Underwriter&#146;s name in Schedule 1 hereto at a price equal to 96.83396% of the principal amount thereof (the &#147;Purchase Price&#148;) plus accrued interest, if any, from September&nbsp;23, 2009 to the Closing Date (as
defined below). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this
Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the
Option Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If any
Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities
being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such principal amount increased as set forth in Section&nbsp;10 hereof) bears to the aggregate principal
amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall
make. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time
to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option
is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the
tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section&nbsp;10 hereof). Any such notice shall be given at least one business day prior to
the date and time of delivery specified therein. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) The Company understands that the Underwriters intend to make a public offering of the
Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the
Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriter. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Payment for the Securities shall be made by wire transfer in immediately available funds to an account with U.S. Bank National Association as Escrow
Agent pursuant to the Escrow Agreement (each as defined below) in the case of the Underwritten Securities, at the offices of Fried, Frank, Harris, Shriver&nbsp;&amp; Jacobson LLP at 10:00 A.M., New York City time, on September&nbsp;23, 2009, or at
such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and
place specified by the Representatives in the written notice of the Underwriters&#146; election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the &#147;Closing
Date&#148;, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the &#147;Additional Closing Date&#148;. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the
Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, of one or more global notes representing the Securities (collectively,
the &#147;Global Note&#148;), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (&#147;DTC&#148;)
unless the Representatives shall otherwise instruct. The Global Note will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the
business day prior to the Closing Date or the Additional Closing Date, as the case may be. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) The Company acknowledges and agrees that
the Underwriters are acting solely in the capacity of an arm&#146;s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering)
and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated
hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to each Underwriter as of the Applicable Time and as of the
Closing Date that: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Preliminary Prospectus.</I> No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the
time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; <U>provided</U> that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in
writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in
Section&nbsp;7(b) hereof. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Pricing Disclosure Package</I>. The Pricing Disclosure Package as of the Applicable Time
did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; <U>provided</U> that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described as such in Section&nbsp;7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of
material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(c) <I>Issuer Free Writing Prospectus. </I>Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in
their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any &#147;written communication&#148; (as defined in Rule 405 under the Securities Act) that constitutes an
offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i)&nbsp;below, but including a communication referred to in
clause (ii)&nbsp;below) an &#147;Issuer Free Writing Prospectus&#148;) other than (i)&nbsp;any document not constituting a prospectus pursuant to Section&nbsp;2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii)&nbsp;the
documents listed on Annex B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities
Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer
Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
<U>provided</U> that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating
to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such in Section&nbsp;7(b) hereof. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Registration
Statement and Prospectus.</I> The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or
pursuant to Section&nbsp;8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or, to the Company&#146;s knowledge, threatened by the Commission; as of the applicable effective date of the
Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act and the Trust Indenture Act, as amended, and
the rules and regulations of the Commission thereunder (collectively, the &#147;Trust Indenture Act&#148;), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
<U>provided</U> that the Company makes no representation and warranty with respect to (i)&nbsp;that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust
Indenture Act or (ii)&nbsp;any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the
Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section&nbsp;7(b) hereof.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <I>Incorporated Documents.</I> The documents incorporated by reference in the Registration Statement, the Prospectus
and the Pricing Disclosure Package, when they were filed with the Commission complied in all material respects to the requirements of the Exchange Act, and, when read together, none of such documents contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by
reference in the Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will comply in all material respects to the requirements of the Exchange Act and, when read together, will
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through
the Representatives expressly for use in the Registration Statement, the Pricing Disclosure Package or the Prospectus and any amendment or </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such
in Section&nbsp;7(b) hereof. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) <I>Financial Statements.</I> The financial statements (including the related notes
thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the
Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in
their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby except as
otherwise noted therein, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information of
the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated
subsidiaries and presents fairly in all material respects the information shown thereby. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) <I>No Material Adverse
Change.</I> Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i)&nbsp;there has not been any change in the
capital stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration
Statement, the Pricing Disclosure Package and the Prospectus and documents incorporated by reference therein), material change in the short-term or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind
declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting, individually or in the aggregate, the
business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its subsidiaries has entered into any
transaction or agreement (other than those in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and
its subsidiaries taken as a whole; and (iii)&nbsp;neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from
fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or governmental or regulatory authority, except in each case as otherwise disclosed
or incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Prospectus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h)
<I>Organization and Good Standing.</I> The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do
business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold
their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position,
stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a &#147;Material Adverse Effect&#148;). The Company does
not own or control, directly or indirectly, any Significant Subsidiary other than the subsidiaries listed in Exhibit 21 to the Company&#146;s 10-K for the year 2008. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) <I>Capitalization.</I> The Company has an authorized capital stock as set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus under the heading &#147;Capitalization&#148;; all the outstanding shares of capital stock of the Company have been and, in the case of the shares of Common Stock initially issuable upon conversion of the Securities, will
be upon issuance in accordance with the Indenture duly authorized and validly issued and are and, in the case of the shares of Common Stock initially issuable upon conversion of the Securities, will be upon issuance in accordance with the Indenture
fully paid and non-assessable and are and, in the case of the shares of Common Stock initially issuable upon conversion of the Securities, will be upon issuance in accordance with the Indenture not subject to any pre-emptive or similar rights;
except as described in or expressly contemplated by the Registration Statement, Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or
instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of
the Company, any such convertible or exchangeable securities or any such rights, warrants or options (other than those issued or issuable under the Company Stock Plans or otherwise disclosed in the Registration Statement, Pricing Disclosure Package
and the Prospectus); the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital
stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear
of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) <I>Stock Options. </I>With respect to the stock options (the &#147;Stock Options&#148;) granted pursuant to the stock-based
compensation plans of the Company and its subsidiaries (the &#147;Company Stock Plans&#148;), (i)&nbsp;each such grant was made in material compliance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and
regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (ii)&nbsp;each such grant has been properly accounted for in accordance with GAAP in the
financial statements (including the related notes) of the Company and disclosed in the Company&#146;s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is
no and has been no policy or practice of the Company of granting, Stock Options prior to the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects in a
manner designed to manipulate the exercise price of Stock Options. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(k) <I>Due Authorization.</I> The Company has full
right, power and authority to execute and deliver this Agreement, the Indenture and the Securities and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">delivery by it of this Agreement and the consummation by it of the sale of the Securities contemplated hereby has been duly and validly taken. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(l) <I>The Indenture.</I> The Base Indenture has been and, when amended and supplemented by the Supplemental Indenture, will be, duly
qualified under the Trust Indenture Act. The Indenture has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement
of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors&#146; rights generally or by equitable principles relating
to enforceability (collectively, the &#147;Enforceability Exceptions&#148;). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) <I>Underwriting Agreement. </I>This
Agreement has been duly authorized, executed and delivered by the Company. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(n) <I>The Securities. </I>The Securities to be
issued and sold by the Company hereunder have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided for in the Indenture and paid for as provided herein, will be duly and validly issued and
outstanding, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, will be entitled to the benefits of the Indenture and will
conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(o) <I>The Underlying Securities.</I> Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof in
accordance with the terms of the Indenture; the Underlying Securities reserved for issuance upon conversion of the Securities have been duly authorized and reserved and, when issued upon conversion of the Securities in accordance with the terms of
the Indenture, will be validly issued, fully paid and nonassessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(p) <I>The Escrow Agreement.</I> The escrow securities account agreement by and among the Company and U.S. Bank National Association, as
Escrow Agent (the &#147;Escrow Agent&#148;), to be dated as of the Closing Date (the &#147;Escrow Agreement&#148;), has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding
instrument enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors&#146; rights and to general
equity principles; the Escrow Agreement will conform in all material respects to the description thereof in the Pricing Disclosure Package and the Prospectus. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(q) <I>No Violation or Default.</I> Neither the Company nor any of its subsidiaries is (i)&nbsp;in violation of its charter or by-laws or
similar organizational documents; (ii)&nbsp;in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject; or (iii)&nbsp;in violation of any applicable law or statute or any applicable judgment, order, rule or regulation of any court or </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">governmental or regulatory authority, except, in the case of clauses (ii)&nbsp;and (iii)&nbsp;above, for any such default or violation that would not,
individually or in the aggregate, have a Material Adverse Effect. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(r) <I>No Conflicts. </I>The execution, delivery and
performance by the Company of the Escrow Agreement, the issuance and sale of the Securities and the consummation of the transactions herein will not (i)&nbsp;conflict with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject,
(ii)&nbsp;result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii)&nbsp;result in the violation of any applicable law or statute or any applicable
judgment, order, rule or regulation of any court or governmental or regulatory authority, except, in the case of clauses (i)&nbsp;and (iii)&nbsp;above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not,
individually or in the aggregate, have a Material Adverse Effect. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(s) <I>No Consents Required.</I> No consent, approval,
authorization, order, license, registration or qualification of or with any court or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the
Securities (including the issuance of the Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated, except for those which have been obtained, for the registration of the Securities under the Securities
Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc.
(&#147;FINRA&#148;) and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(t) <I>Legal Proceedings.</I> Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations (as to which the
Company has been given notice), actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject that, individually or in the aggregate, if
determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such investigations (without giving effect to the notice qualifier set forth above), actions, suits or proceedings
are, to the knowledge of the Company, threatened or contemplated; and (i)&nbsp;there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the
Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii)&nbsp;there are no statutes, regulations or contracts or
other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the
Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(u)
<I>Independent Accountants</I>. Ernst and Young LLP and Deloitte&nbsp;&amp; Touche LLP, who have certified certain financial statements of the Company and its subsidiaries are or were independent registered public accounting firms with respect to
the Company and its subsidiaries </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by
the Securities Act. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(v) <I>Title to Real and Personal Property</I>. The Company and its subsidiaries have good and
marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its
subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i)&nbsp;do not materially interfere with the use made and proposed to be made of such property by the Company and
its subsidiaries, (ii)&nbsp;would not, individually or in the aggregate, have a Material Adverse Effect or (iii)&nbsp;are described in the Registration Statement, Pricing Disclosure Package and Prospectus. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(w) <I>Title to Intellectual Property</I>. The Company and its subsidiaries own or possess adequate rights to use all material patents,
patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as currently proposed to be conducted except as would not reasonably be expected to have a Material Adverse Effect. The conduct
of the respective businesses of the Company and its subsidiaries will not conflict with any of the foregoing rights of others except as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor its
subsidiaries has received a notice of infringement with respect any of these rights. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in
connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(x) <I>No Undisclosed Relationships</I>. No relationship, direct or indirect, exists between or among the Company or any of
its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus and that is not so described in such documents. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(y) <I>Investment Company
Act</I>. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be
required to register as an &#147;investment company&#148; or an entity &#147;controlled&#148; by an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission
thereunder (collectively, the &#147;Investment Company Act&#148;). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(z) <I>Taxes.</I> The Company and its subsidiaries have
paid all federal, state, local and foreign taxes and filed (taking into account applicable extensions) all tax returns required to be paid or filed through the date hereof (except those being disputed in good faith and for which adequate reserve has
been established and maintained); and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no material tax deficiency that has been, or could reasonably be expected to be, asserted
against the Company or any of its subsidiaries or any of their respective properties or assets. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(aa) <I>Licenses and Permits.</I> The Company and its subsidiaries possess all licenses,
certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their
respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the
aggregate, have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or
modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course except where any such revocation, modification
or non-renewal would not, individually or in the aggregate, have a Material Adverse Effect. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(bb) <I>No Labor Disputes.</I>
No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or
dispute with, the employees of any of its or its subsidiaries&#146; principal suppliers or contractors, except as would not, individually or in the aggregate, have a Material Adverse Effect. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(cc) <I>Environmental Matters.</I> Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
and except for matters that would not, individually or in the aggregate, have a Material Adverse Effect, (i)&nbsp;the Company and its subsidiaries (a)&nbsp;are in compliance with any and all applicable federal, state, local and foreign laws, rules,
regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the generation, storage,
treatment, use, handling, transportation, Release or threat of Release of Hazardous Materials (collectively, &#147;Environmental Laws&#148;), (b)&nbsp;have received and are in compliance with all permits, licenses, certificates or other
authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (c)&nbsp;have not received notice of any actual or potential liability under or relating to, or actual or potential violation
of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice and
(d)&nbsp;are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law; (ii)&nbsp;there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its
subsidiaries; (iii)&nbsp;there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party; (iv)&nbsp;the
Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release of Hazardous Materials; and
(v)&nbsp;none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws; and (vi)&nbsp;there has been no storage, generation, transportation, use, handling, treatment, Release or threat of Release of
Hazardous Materials by, relating to or caused by the Company or any of its subsidiaries (or, to the knowledge of the Company and its subsidiaries, any other entity (including any predecessor) for whose acts or omissions the Company or any of its
subsidiaries is or could reasonably be expected to be liable) at, on, under or from (A)&nbsp;any property or facility now or previously owned, operated or leased by the Company or any of its subsidiaries or (B)&nbsp;any other property or facility,
in each case in violation of any Environmental Laws or in a manner or amount or to a location that could </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">reasonably be expected, individually or in the aggregate, to result in liability under any Environmental Law. &#147;Hazardous Materials&#148; means any
material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos
and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise to liability under any Environmental Law. &#147;Release&#148; means any spilling, leaking, seepage, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into from or through any building or structure. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(dd) <I>Compliance with ERISA.</I> (i)&nbsp;Each employee benefit plan, within the meaning of Section&nbsp;3(3) of the Employee Retirement
Income Security Act of 1974, as amended (&#147;ERISA&#148;), for which the Company or any member of its &#147;Controlled Group&#148; (defined as any organization which is a member of the Company&#146;s controlled group of corporations or is under
common control with the Company within the meaning of Sections 414(b) or (c)&nbsp;of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;)) would have any liability (each, a &#147;Plan&#148;) has been maintained in compliance with its
terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except for noncompliance that could not reasonably be expected to result in material liability to the Company or
its subsidiaries; (ii)&nbsp;no prohibited transaction, within the meaning of Section&nbsp;406 of ERISA or Section&nbsp;4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative
exemption that could reasonably be expected to result in a material liability to the Company or its subsidiaries; (iii)&nbsp;for each Plan that is subject to the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA, the minimum
funding standard of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in
the future (without taking into account any waiver thereof or extension of any amortization period); (iv)&nbsp;the fair market value of the assets of each Plan that is subject to the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302
of ERISA exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v)&nbsp;no &#147;reportable event&#148; (within the meaning of Section&nbsp;4043(c) of ERISA) has occurred or
is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to the Company or its subsidiaries; (vi)&nbsp;neither the Company nor any member of its Controlled Group has incurred, nor
reasonably expects to incur, any liability under Title IV of ERISA (other than contributions or premiums to the PBGC, in the ordinary course and without default) in respect of a Plan (including a &#147;multiemployer plan&#148;, within the meaning of
Section&nbsp;4001(a)(3) of ERISA); and (vii)&nbsp;there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign
regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x)&nbsp;a material increase
in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made by the Company and its
subsidiaries&#146; most recently completed fiscal year; or (y)&nbsp;a material increase in the &#147;accumulated post-retirement benefit obligations&#148; of the Company and its subsidiaries (within the meaning of Statement of Financial Accounting
Standards No.&nbsp;106, as amended) compared to the amount of such obligations as of the Company&#146;s most recently completed fiscal year. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ee) <I>Disclosure Controls</I>. The Company and its subsidiaries maintain an effective
system of &#147;disclosure controls and procedures&#148; (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission&#146;s rules and forms, including controls and procedures designed to ensure that
such information is accumulated and communicated to the Company&#146;s management as appropriate to allow timely decisions regarding required disclosure. The evaluations of the effectiveness of the Company and its subsidiaries&#146; disclosure
controls and procedures have been carried out as of and on the dates required by Rule 13a-15 of the Exchange Act. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ff)
<I>Accounting Controls.</I> The Company and its subsidiaries maintain systems of &#147;internal control over financial reporting&#148; (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have
been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i)&nbsp;transactions
are executed in accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii)&nbsp;access to assets is permitted only in accordance with management&#146;s general or specific authorization; and (iv)&nbsp;the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, based on the Company&#146;s most recent evaluation of
internal control over financial reporting, there are no material weaknesses in the Company&#146;s internal control over financial reporting. As of and when required by Section&nbsp;302 of the Sarbanes Oxley Act, the Company&#146;s auditors and the
Audit Committee of the Board of Directors of the Company have been advised of: (i)&nbsp;all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or
are reasonably likely to adversely affect the Company&#146;s ability to record, process, summarize and report financial information; and (ii)&nbsp;any fraud, whether or not material, that involves management or other employees who have a significant
role in the Company&#146;s internal control over financial reporting. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(gg) <I>Insurance. </I>The Company and each of its
subsidiaries are insured by insurers of nationally recognized financial responsibility against such losses and risks and in such amounts as are prudent in the businesses in which they are engaged; and neither the Company nor any of its subsidiaries
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at a cost that would not, individually or in the aggregate, have a Material Adverse Effect.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(hh) <I>No Unlawful Payments.</I> Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any
director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i)&nbsp;used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity; (ii)&nbsp;made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)&nbsp;violated or is in violation of any </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">provision of the Foreign Corrupt Practices Act of 1977; or (iv)&nbsp;made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) <I>Compliance with Money Laundering Laws</I>. The operations of the Company and its subsidiaries are and have been
conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in such jurisdictions (collectively, the &#147;Money Laundering Laws&#148;) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(jj) <I>Compliance with OFAC. </I>None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or affiliate (other than an affiliate solely by reason that it is under common control with the Company) of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Department of the Treasury (&#147;OFAC&#148;); and the Company will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(kk) <I>No Restrictions on Subsidiaries</I>. No subsidiary of the Company is currently prohibited, directly or indirectly, under any
agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary&#146;s capital stock, from repaying to the Company any loans or advances to such
subsidiary from the Company or from transferring any of such subsidiary&#146;s properties or assets to the Company or any other subsidiary of the Company, in each case in any manner that would materially impair the Company and its subsidiaries&#146;
ability to conduct its operations and pay its obligations as they become due. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ll) <I>No Broker&#146;s Fees.</I> Other than
the Company&#146;s arrangement with Moelis&nbsp;&amp; Co. for financial advisory services or as otherwise disclosed in the Prospectus and the Pricing Disclosure Package, neither the Company nor any of its subsidiaries is a party to any contract,
agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder&#146;s fee or like payment in
connection with the offering and sale of the Securities. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(mm) <I>No Registration Rights</I>. No person has the right to
require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(nn) <I>No Stabilization.</I> The Company has not taken, directly or indirectly, any action designed to or that could reasonably be
expected to cause or result in any stabilization or manipulation of the price of the Securities in connection with the offering of the Securities. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(oo) <I>Margin Rules</I>. The application of the proceeds received by the Company from
the issuance, sale and delivery of the Securities as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any
other regulation of such Board of Governors. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(pp) <I>Statistical and Market Data</I>. Nothing has come to the attention of
the Company that has caused the Company to believe that the statistical and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and
accurate in all material respects. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(qq) <I>Sarbanes-Oxley Act</I>. The Company is in material compliance with the
applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (the &#147;Sarbanes-Oxley Act&#148;). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(rr) <I>Status under the Securities Act</I>. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company made a <I>bona fide</I> offer
(within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and at the date hereof, the Company was not and is not an &#147;ineligible issuer,&#148; as defined in Rule 405 under the Securities Act. The Company has paid the
registration fee for this offering pursuant to Rule 456(b)(1) under the Securities Act or will pay such fee within the time period required by such rule (without giving effect to the proviso therein) and in any event prior to the Closing Date.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ss) <I>Solvency.</I> The Company is, and immediately after the Closing will be, Solvent. As used herein, the term
&#147;Solvent&#148; means, with respect to the Company, on a particular date, that on such date (A)&nbsp;the fair market value of the assets of the Company is greater than the total amount of liabilities (including contingent liabilities) of the
Company, (B)&nbsp;the present fair salable value of the assets of the Company is greater than the amount that will be required to pay the probable liabilities of the Company on its debts as they become absolute and mature, (C)&nbsp;the Company is
able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature, and (D)&nbsp;the Company does not have an unreasonably small amount of capital and surplus. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(tt) <I>Suppliers</I>. Except as disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, no supplier of
merchandise to the Company or any of the Subsidiaries has ceased shipments of merchandise to the Company or any of the subsidiaries, other than in the normal and ordinary course of business consistent with past practices, which cessation would
result in a Material Adverse Effect. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(uu) <I>Franchise Agreements</I>. Except as disclosed in the Registration Statement,
Pricing Disclosure Package and Prospectus, each franchise agreement, in each case between a subsidiary and the applicable manufacturer has been duly authorized by the Company and such subsidiaries, and, as of the Closing Date, the Company shall have
obtained all consents, authorizations and approvals from the manufacturers required to consummate the transactions contemplated hereby or by the Prospectus and the Pricing Disclosure Package. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Further Agreements of the Company</U>. The Company covenants and agrees with each Underwriter that: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Required Filings.</I> The Company will file the final Prospectus with the Commission within the time periods specified by Rule
424(b) and Rule 430A, 430B or 430C </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">under the Securities Act, will file any Issuer Free Writing Prospectus (including the term sheet substantially in the form of Annex C) to the extent required
by Rule 433 under the Securities Act; will timely file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus but during the Prospectus Delivery Period (as defined below) and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in
New York City prior to 4:00 P.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Delivery of Copies.</I> The Company will deliver, without charge, (i)&nbsp;to the Representatives, a signed copy of the
Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference; and (ii)&nbsp;to each Underwriter (A)&nbsp;a conformed copy of the
Registration Statement as originally filed and each amendment thereto (without exhibits) and (B)&nbsp;during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and
documents incorporated by reference therein and each Issuer Free Writing Prospectus) as the Representatives may reasonably request <U>provided</U> that in the case of (ii)(A), the Company will be deemed to have furnished such Registration Statement
and amendments thereto to the extent they are filed on the Commission&#146;s Electronic Data Gathering, Analysis, and Retrieval system (or successor system). As used herein, the term &#147;Prospectus Delivery Period&#148; means such period of time
after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the
Securities Act) in connection with sales of the Securities by any Underwriter or dealer. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>Amendments or Supplements,
Issuer Free Writing Prospectuses.</I> Until the expiration of the Prospectus Delivery Period, before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement
to the Registration Statement or the Prospectus, after the time that the Registration Statement becomes effective, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing
Prospectus, amendment or supplement for review and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Notice to the Representatives.</I> Until the expiration of the Prospectus Delivery Period, the Company will advise
the Representatives promptly, and confirm such advice in writing, (i)&nbsp;when any post-effective amendment to the Registration Statement has been filed or becomes effective; (ii)&nbsp;when any supplement to the Prospectus or any Issuer Free
Writing Prospectus or any amendment to the Prospectus has been filed; (iii)&nbsp;of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from
the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv)&nbsp;of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or
preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section&nbsp;8A of the Securities Act;
(v)&nbsp;of the occurrence of any event as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; or (vi)&nbsp;of the receipt by the Company of any notice with respect to any
suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order
suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Securities and, if any
such order is issued, will obtain as soon as possible the withdrawal thereof. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <I>Ongoing Compliance.</I> (1)&nbsp;If
during the Prospectus Delivery Period (i)&nbsp;any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii)&nbsp;it is necessary to amend or supplement
the Prospectus to comply with the Securities Act, the Company will promptly notify the Underwriters thereof and promptly prepare and, subject to paragraph (c)&nbsp;above, file with the Commission and furnish to the Underwriters and to such dealers
as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus
is delivered to a purchaser, be misleading or so that the Prospectus will comply with the Securities Act and (2)&nbsp;if at any time prior to the Closing Date (i)&nbsp;any event shall occur or condition shall exist as a result of which the Pricing
Disclosure Package as then amended or supplemented would include any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii)&nbsp;it is necessary to amend or supplement the Pricing Disclosure Package to comply with the Securities Act, the Company will promptly
notify the Underwriters thereof and promptly prepare and, subject to paragraph (c)&nbsp;above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments
or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is
delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with the Securities Act. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f)
<I>Blue Sky Compliance.</I> The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the
Representatives shall reasonably request and will continue such qualifications in effect for a period of one year from the date hereof; <U>provided</U> that the Company shall not be required to (i)&nbsp;qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii)&nbsp;file any general consent to service of process in any such jurisdiction or (iii)&nbsp;subject itself to taxation in any
such jurisdiction if it is not otherwise so subject. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) <I>Earning Statement. </I>The Company will make generally
available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section&nbsp;11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period
of at least twelve months beginning with the first fiscal quarter of </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">the Company occurring after the &#147;effective date&#148; (as defined in Rule 158) of the Registration Statement. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h) <I>Clear Market.</I> For a period of 90 days after the date of the Prospectus, the Company will not (i)&nbsp;offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a
registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing,
or (ii)&nbsp;enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i)&nbsp;or
(ii)&nbsp;above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated, other than
(A)&nbsp;the Common Stock to be sold by the Company in the concurrent offering of Common Stock as described in the Prospectus, (B)&nbsp;the Securities or the underlying shares of Common Stock issuable upon conversion of such Securities,
(C)&nbsp;shares of Stock issued upon the exercise of warrants held by Bank of America, N.A. or JPMorgan Chase Bank, National Association outstanding on the date hereof, (D)&nbsp;the underlying shares of Stock issuable upon conversion of 4.25%
Convertible Senior Subordinated Notes due 2015, and (E)&nbsp;restricted shares or shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans during the 90 day restricted period. Notwithstanding the
foregoing, if (1)&nbsp;during the last 17 days of the 90 day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2)&nbsp;prior to the expiration of the 90-day restricted
period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period
beginning on the issuance of the earnings release or the occurrence of the material news or material event. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) <I>Use of
Proceeds.</I> The Company will apply the net proceeds from the sale of the Securities as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading &#147;Use of Proceeds&#148;. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) <I>No Stabilization.</I> The Company will not take, directly or indirectly, any action designed to or that could reasonably be
expected to cause or result in any stabilization or manipulation of the price of the Securities. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(k) <I>Underlying
Securities.</I> The Company will reserve and keep available at all times, free of pre-emptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy all obligations at such time to issue the Underlying Securities upon
conversion of the Securities in accordance with the Indenture (assuming the Company elects to satisfy all conversions with shares of Common Stock). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(l) <I>Exchange Listing.</I> The Company will use its best efforts to list, subject to notice of issuance, the Underlying Shares on the New York Stock Exchange (the &#147;Exchange&#148;). </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) <I>Reports.</I> For a period of one year following the Closing Date, the Company will furnish to the Representatives, as soon as they
are available, copies of all reports or other communications (financial or other) furnished to holders of the Securities, and copies of any reports and financial statements furnished to or filed with the Commission or any national </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">securities exchange or automatic quotation system; <U>provided</U> the Company will be deemed to have furnished such reports and financial statements to the
Representatives to the extent they are filed on the Commission&#146;s Electronic Data Gathering, Analysis, and Retrieval system (or successor system). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(n) <I>Record Retention</I>. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with
Rule 433 under the Securities Act. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(o) <I>Release of Escrow.</I> The Company shall not seek the release of the funds or any
other assets held in the Escrow Account unless such release is in compliance with the terms of the Escrow Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>Certain
Agreements of the Underwriters</U>. Each Underwriter hereby represents and agrees that: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) It has not used, authorized use
of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any &#147;free writing prospectus&#148;, as defined in Rule 405 under the Securities Act (which term
includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i)&nbsp;a free writing prospectus that
contains no &#147;issuer information&#148; (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing
Prospectus, (ii)&nbsp;any Issuer Free Writing Prospectus listed on Annex B or prepared pursuant to Section&nbsp;3(c) or Section&nbsp;4(c) above (including any electronic road show), or (iii)&nbsp;any free writing prospectus prepared by such
Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i)&nbsp;or (iii), an &#147;Underwriter Free Writing Prospectus&#148;). </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final
terms of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission; <I>provided</I> that Underwriters may use a term sheet substantially in the form of Annex C hereto without the consent of
the Company; <I>provided further</I> that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6. <U>Conditions of Underwriters&#146; Obligations.</U> The obligation of each Underwriter to purchase the Underwritten Securities on the
Closing Date or the Option Securities on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Registration Compliance; No Stop Order.</I> No order suspending the effectiveness of the Registration Statement
shall be in effect, and no proceeding for such purpose or pursuant to Section&nbsp;8A under the Securities Act shall be pending before or, to the Company&#146;s knowledge, threatened by the Commission; the Prospectus and each Issuer Free Writing
Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">accordance with Section&nbsp;4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable
satisfaction of the Representatives. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Representations and Warranties.</I> The representations and warranties of the
Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered
pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(c) <I>No Downgrade.</I> Subsequent to the earlier of (A)&nbsp;the Applicable Time and (B)&nbsp;the execution and delivery of this Agreement, if there are any debt securities or preferred stock of, or guaranteed by,
the Company or any of its subsidiaries that are rated by a &#147;nationally recognized statistical rating organization,&#148; as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, (i)&nbsp;no downgrading
shall have occurred in the rating accorded any such debt securities or preferred stock and (ii)&nbsp;no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating
of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(d) <I>No Material Adverse Change.</I> No event or condition of a type described in Section&nbsp;3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any
amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery
of the Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <I>Officers&#146; Certificates.</I> The Representatives shall have received on and as of the Closing Date or the Additional Closing
Date, as the case may be, a certificate of (A)&nbsp;the chief financial officer or chief accounting officer of the Company and one additional senior officer of the Company who is satisfactory to the Representatives (i)&nbsp;confirming that such
officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct,
(ii)&nbsp;confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii)&nbsp;to the effect set forth in paragraphs (a), (c)&nbsp;and (d)&nbsp;above and (B)&nbsp;the chief financial officer of the Company to the effect
set forth in Exhibit C. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) <I>Comfort Letters.</I> On the date of this Agreement and on the Closing Date or the Additional
Closing Date, as the case may be, Ernst and Young LLP and Deloitte&nbsp;&amp; Touche LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the
Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants&#146; &#147;comfort letters&#148; to underwriters with respect to the financial
statements and certain financial information contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing
Date, as the case may be, shall use </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">a &#147;cut-off&#148; date no more than three business days prior to such Closing Date or such Additional Closing Date, as the case may be. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) <I>Opinion and 10b-5 Statement of Counsel for the Company.</I> Moore&nbsp;&amp; Van Allen PLLC, counsel for the Company, shall have
furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance
reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h) <I>Opinion and 10b-5
Statement of Counsel for the Underwriters.</I> The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Fried, Frank, Harris, Shriver&nbsp;&amp;
Jacobson LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon
such matters. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) <I>No Legal Impediment to Issuance.</I> No action shall have been taken and no statute, rule, regulation
or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the
Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Securities. </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) <I>Good Standing</I>. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the
case may be, satisfactory evidence of the good standing of the Company and its Significant Subsidiaries in their respective jurisdictions of organization and their good standing, if applicable, as foreign entities in such jurisdictions as they are
qualified, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(k) <I>Exchange Listing. </I>An application for the listing of the Underlying Securities shall have been submitted to the Exchange. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(l) <I>Lock-up Agreements</I>. The &#147;lock-up&#148; agreements, each substantially in the form of Exhibit A hereto, between you and O.
Bruton Smith, B. Scott Smith, David P. Cosper, David B. Smith, Frank Jeff Dyke, William R. Brooks, William I. Belk, Victor H. Doolan, Robert Heller, Robert L. Rewey, David C. Vorhoff, Sonic Financial Corp. and SMDA Development I, LLC relating to
sales and certain other dispositions of shares of Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date or Additional Closing Date, as the case may be. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) <I>Escrow Agreement</I>. The Company shall have entered into an Escrow Agreement with the Escrow Agent in substantially the form
attached as Exhibit B. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(n) <I>Additional Documents.</I> On or prior to the Closing Date or the Additional Closing Date, as
the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be
deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">7. <U>Indemnification and Contribution</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Indemnification of the Underwriters.</I> The Company
agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act,
from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses
are incurred), joint or several, that arise out of, or are based upon, (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii)&nbsp;or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any
amendment or supplement thereto), any Issuer Free Writing Prospectus, any &#147;issuer information&#148; filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing
Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon
and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in subsection (b)&nbsp;below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Indemnification of the Company.</I>
Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its affiliates, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of
Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a)&nbsp;above, but only with respect to any losses, claims, damages or liabilities (including, without
limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration
Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the
following information in the Registration Statement, Pricing Disclosure Package or Prospectus furnished on behalf of each Underwriter: the third and thirteenth paragraphs under the caption &#147;Underwriting&#148; in the Preliminary Prospectus and
the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>Notice and Procedures.</I> If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a)&nbsp;or (b)&nbsp;above, such person (the &#147;Indemnified Person&#148;) shall
promptly notify the person against whom such indemnification may be sought (the &#147;Indemnifying Person&#148;) in writing; <U>provided</U> that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have
under paragraph (a)&nbsp;or (b)&nbsp;above except to the extent </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and <U>provided</U>, <U>further</U>, that
the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a)&nbsp;or (b)&nbsp;above. If any such proceeding shall be brought or asserted against an
Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel
to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i)&nbsp;the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii)&nbsp;the
Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii)&nbsp;the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are
different from or in addition to those available to the Indemnifying Person; or (iv)&nbsp;the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be paid or reimbursed as they are
incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith
Incorporated and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Securities Act or
Section&nbsp;20 of the Exchange Act shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be
a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for reasonable fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii)&nbsp;the Indemnifying Person shall not have reimbursed the Indemnified
Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x)&nbsp;includes an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y)&nbsp;does not include any statement as to or any admission of fault, culpability or a failure to act by or on
behalf of any Indemnified Person. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Contribution.</I> If the indemnification provided for in paragraphs (a)&nbsp;and (b)&nbsp;above
is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Underwriters on the other, from the offering of the Securities pursuant to this Agreement or (ii)&nbsp;if the allocation provided by clause </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)&nbsp;but
also the relative fault of the Company, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from
the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the
Securities. The relative fault of the Company, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <I>Limitation on Liability.</I> The Company and the Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section&nbsp;7 were determined by <U>pro rata</U> allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations
referred to in paragraph (d)&nbsp;above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d)&nbsp;above shall be deemed to include, subject to the limitations
set forth above, any reasonable legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section&nbsp;7, in no event shall an Underwriter be required to
contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters&#146; obligations to contribute pursuant to this Section&nbsp;7 are several in proportion to their respective purchase obligations hereunder and
not joint. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) <I>Non-Exclusive Remedies.</I> The remedies provided for in this Section&nbsp;7 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Effectiveness of Agreement</U>.
This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">9. <U>Termination</U>. This Agreement
may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Securities, prior to the Additional
Closing Date (i)&nbsp;trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or the Nasdaq Stock Market; (ii)&nbsp;trading of any securities issued or guaranteed by the Company shall have been
suspended on the New York Stock Exchange or the Nasdaq Stock Market; (iii)&nbsp;a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv)&nbsp;there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or
inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">10. <U>Defaulting Underwriter</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) If,
on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their
discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not
arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other
persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full
business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company
agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term &#147;Underwriter&#148; includes, for all purposes of this Agreement unless
the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section&nbsp;10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a)&nbsp;above, the aggregate principal amount of Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the
aggregate principal amount of Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder
on such date plus such Underwriter&#146;s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements
have not been made. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or
Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a)&nbsp;above, the aggregate principal amount of Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be,
exceeds one-eleventh of the aggregate principal amount of Securities to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b)&nbsp;above, then this Agreement or, with respect to any Additional Closing
Date, the obligation of the Underwriters to purchase Securities on the Additional Closing Date shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section&nbsp;10 shall
be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section&nbsp;11 hereof and except that the provisions of Section&nbsp;7 hereof shall not terminate and
shall remain in effect. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or
any non-defaulting Underwriter for damages caused by its default. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">11. <U>Payment of Expenses<I></I>. </U> </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be
paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i)&nbsp;the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in
that connection; (ii)&nbsp;the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the
Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii)&nbsp;the costs of reproducing and distributing the Escrow Agreement; (iv)&nbsp;the fees and expenses of the Company&#146;s counsel and
independent accountants; (v)&nbsp;the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such
jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters);&nbsp;(vi) any fees charged by rating agencies for
rating the Securities; (vii)&nbsp;the cost of preparing the note(s) representing the Securities; (viii)&nbsp;the fees and expenses of the Escrow Agent, including the fees and disbursements of its counsel, in connection with the Escrow Agreement;
(ix)&nbsp;the costs and charges of any transfer agent and any registrar; (x)&nbsp;all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA and the approval of the Securities for
book-entry transfer by DTC; (xi)&nbsp;all expenses incurred by the Company in connection with any &#147;road show&#148; presentation to potential investors; (xii)&nbsp;all expenses and application fees related to the listing of the Underlying
Securities on the Exchange; and (xiii)&nbsp;the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) If (i)&nbsp;this Agreement is terminated pursuant to Section&nbsp;9, (ii)&nbsp;the Company for any reason fails to tender the Securities for delivery
to the Underwriters or (iii)&nbsp;the Underwriters decline to purchase the Securities for any reason permitted under this Agreement (other than a termination pursuant to Section&nbsp;10), the Company agrees to reimburse the Underwriters for all
out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">12. <U>Persons Entitled to Benefit of Agreement</U>. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and any controlling persons referred to in Section&nbsp;7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">13. <U>Survival</U>. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters
contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full
force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">14. <U>Certain Defined Terms</U>. For purposes of this Agreement, (a)&nbsp;except where otherwise expressly provided, the term &#147;affiliate&#148; has the meaning set forth in Rule 405 under the Securities Act; (b)&nbsp;the term
&#147;business day&#148; means any day other than a day on which banks are permitted or required to be closed in New York City; and (c)&nbsp;the term &#147;subsidiary&#148; means a consolidated subsidiary of the Company; </FONT>
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">and (d)&nbsp;the term &#147;Significant Subsidiary&#148; shall mean a consolidated dealership subsidiary of the Company that produced more than 2% of the
Company&#146;s total revenues for the six months ended June&nbsp;30, 2009. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">15. <U>Miscellaneous</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Authority of J.P. Morgan Securities Inc. </I>Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities Inc. on behalf of the
Underwriters, and any such action taken by J.P. Morgan Securities Inc. shall be binding upon the Underwriters. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Notices.</I> All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the
Representatives c/o J.P. Morgan Securities Inc., 383 Madison Avenue, New York, New York 10179 (fax: (212)&nbsp;622-8358); Attention Equity Syndicate Desk and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated, One Bryant Park, New York, NY
10036, (fax: (646)&nbsp;855-3073), Attention: Syndicate Department. Notices to the Company shall be given to it at 6415 Idlewild Road, Suite 109, Charlotte, North Carolina 28212, (fax: (704)&nbsp;536-4665) Attention: Stephen K. Coss, Esq. Senior
Vice President and General Counsel. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>Governing Law.</I> This Agreement and any claim, controversy or dispute arising under or
related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Counterparts.</I> This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e)
<I>Amendments or Waivers.</I> No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) <I>Headings.</I> The headings herein are included for convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement. </FONT></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If the foregoing is in accordance with your understanding, please indicate your acceptance of this
Agreement by signing in the space provided below. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">Very truly yours,</FONT></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">SONIC AUTOMOTIVE, INC.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ David P. Cosper</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">David P. Cosper</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Accepted: September&nbsp;17, 2009 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">J.P. MORGAN SECURITIES INC. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">MERRILL LYNCH, PIERCE, FENNER&nbsp;&amp; SMITH INCORPORATED </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">For themselves and on behalf of the </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">several Underwriters listed </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">in Schedule 1 hereto. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">J.P. MORGAN SECURITIES INC.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Michael O&#146;Donovan</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Michael O&#146;Donovan</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Vice President</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">MERRILL LYNCH, PIERCE, FENNER &amp; SMITH INCORPORATED </FONT></P> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Clemence Rasigini</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Clemence Rasigini</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Principal</FONT></TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">EXECUTION COPY </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT
FACE="Times New Roman" SIZE="2">Schedule 1 </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="68%" BORDER="0" ALIGN="center">

<TR>
<TD WIDTH="80%"></TD>
<TD VALIGN="bottom" WIDTH="8%"></TD>
<TD></TD>
<TD></TD></TR>
<TR>
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000;width:43pt"><FONT FACE="Times New Roman" SIZE="1"><B>Underwriter</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="1"><B>Principal&nbsp;Amount</B></FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">J.P. Morgan Securities Inc.</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">68,250,000</FONT></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">53,250,000</FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Wells Fargo Securities, LLC</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">13,740,000</FONT></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Moelis&nbsp;&amp; Company LLC</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">9,915,000</FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Stephens Inc.</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">4,845,000</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-top:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-top:1px solid #000000">&nbsp;</TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Total</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">150,000,000</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-top:3px double #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-top:3px double #000000">&nbsp;</TD></TR>
</TABLE>
</BODY></HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
