exv10w1






Exhibit 10.1




AMENDMENT NO. 6 TO CREDIT AGREEMENT




     This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”) dated as of September 11, 2009 is
made by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), CERTAIN
SUBSIDIARIES OF THE COMPANY party to the Credit Agreement (as defined below) pursuant to
Section 2.24 of the Credit Agreement (each a “New Vehicle Borrower” and together with the
Company, the “Borrowers” and each individually a “Borrower”), BANK OF AMERICA, N.A., a national
banking association organized and existing under the laws of the United States (“Bank of America”),
in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement
referred to below) (in such capacity, the “Administrative Agent”), and as Revolving Swing Line
Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, those
existing Lenders under such Credit Agreement party hereto, and each of the Guarantors (as defined
in the Credit Agreement) signatory hereto.



W I T N E S S E T H:




     WHEREAS, the Company, the New Vehicle Borrowers, Bank of America, as Administrative Agent,
Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C
Issuer, and the Lenders have entered into that certain Credit Agreement dated as of February 17,
2006, as amended by (i) that certain Amendment No. 1 to Credit Agreement and Security Agreement
dated as of May 25, 2006, (ii) that certain Amendment No. 2 to Credit Agreement and Security
Agreement dated as of April 24, 2007, (iii) that certain Amendment No. 3 to Credit Agreement dated
as of June 3, 2008, (iv) that certain (A) Limited Short-Term Amendment to Credit Agreement until
May 4, 2009 and (B) Amendment No. 4 to Credit Agreement and Consolidated Amendment to Other Loan
Documents dated as of March 31, 2009 and (v) that certain Amendment No. 5 to Credit Agreement dated
as of May 4, 2009 (as hereby amended and as from time to time further amended, modified,
supplemented, restated, or amended and restated, the “Credit Agreement”; capitalized terms used in
this Amendment and not otherwise defined herein shall have the respective meanings given thereto in
the Credit Agreement), pursuant to which the Lenders (a) have made available to the Company (i) the
Revolving Credit Facility, including a letter of credit facility and a revolving swing line
facility, and (ii) the Used Vehicle Floorplan Facility, including a used vehicle floorplan swing
line facility, and (b) have made available to the Borrowers the New Vehicle Floorplan Facility,
including a new vehicle floorplan swing line facility; and



     WHEREAS, the Company has entered into the Company Guaranty pursuant to which it has guaranteed
the payment and performance of the obligations of the New Vehicle Borrowers under the Credit
Agreement and the other Loan Documents; and



     WHEREAS, each of the other Guarantors has entered into a Subsidiary Guaranty pursuant to which
it has guaranteed (subject to certain limitations set forth therein with respect to the Guarantors
that are Silo Subsidiaries) the payment and performance of the obligations of each Borrower under
the Credit Agreement and the other Loan Documents; and



 









 





     WHEREAS, the Company and the respective Loan Parties that are parties thereto have entered
into the Security Agreement, the Pledge Agreement and other Security Instruments, securing the
Obligations under the Credit Agreement and other Loan Documents; and



     WHEREAS, the Company has advised the Administrative Agent and the Lenders that it desires to
amend certain provisions of the Credit Agreement to, among other things, (i) amend the definition
of “Permitted Indenture Refinancing Indebtedness” and clarify certain covenants in connection with
a refinancing of the 2002-4.25% Indenture Indebtedness, (ii) clarify the definition of “Net Cash
Proceeds” and (iii) make certain typographical corrections, in each case as more particularly set
forth below, and the Administrative Agent and the Lenders signatory hereto are willing to effect
such amendments on the terms and conditions contained in this Amendment;



     NOW, THEREFORE, in consideration of the premises and further valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:



     (a) The definition of “Collateral” in Section 1.01 of the Credit Agreement is
amended by adding the following sentence at the end of the definition”




Notwithstanding the foregoing, during the period on or prior to December 31, 2009,
“Collateral” shall not include cash proceeds of (A) the Special 2002 4.25%
Refinancing Indebtedness or (B) the issuance of Class A Common Stock of the Company
in accordance with Section 7.16(a)(ii)(C); provided,
however, that, commencing on January 1, 2010, such cash proceeds shall
immediately and automatically be deemed to be included in “Collateral.”



     (b) The definition of “Net Cash Proceeds” in Section 1.01 of the Credit
Agreement is amended so that, as amended, the definition shall read as follows:




     “Net Cash Proceeds” means, with respect to any Disposition by any Loan
Party or any of its Subsidiaries, the excess, if any, of:




     (i) the sum of cash and cash equivalents received in connection with such
transaction (including any cash or cash equivalents received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but only
as and when so received) over




     (ii) the sum of




     (A) (1) with respect to any Disposition occurring on or before May 4, 2009, the
principal amount of any purchase money Indebtedness that is secured by the
applicable asset and that is required to be repaid in connection with such
transaction (other than Indebtedness under the Loan Documents), and (2)



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commencing on May 7, 2009, with respect to any Disposition occurring on or
after May 5, 2009, any Indebtedness that is secured by the applicable asset and that
is required to be repaid in connection with such transaction (including any New
Vehicle Floorplan Loans or Used Vehicle Floorplan Loans required to be repaid in
connection therewith but excluding any Indebtedness under the Revolving Credit
Facility and 2009 Indenture Indebtedness), and (in the case of clause (2)) any net
obligations of such Person under any Swap Contract that relates to such Indebtedness
and is also required by the terms of such Swap Contract to be repaid,




     (B) the reasonable and customary out-of-pocket expenses incurred by such Loan
Party or such Subsidiary in connection with such transaction and




     (C) income taxes reasonably estimated to be actually payable within two years
of the date of the relevant transaction as a result of any gain recognized in
connection therewith; provided that, if the amount of any estimated taxes pursuant
to subclause (C) exceeds the amount of taxes actually required to be paid in cash in
respect of such Disposition, the aggregate amount of such excess shall constitute
Net Cash Proceeds.



     (c) The definition of “Permitted Indenture Refinancing Indebtedness” in Section
1.01 of the Credit Agreement is amended so that, as amended, the definition shall read as
follows:




     “Permitted Indenture Refinancing Indebtedness” means any refinancings,
replacements, refundings, renewals or extensions of the 2009 Indenture Indebtedness,
the 2002-4.25% Indenture Indebtedness, the 2003 Indenture Indebtedness or any
Permitted Indenture Refinancing Indebtedness, provided, that (i) the amount
of such Indebtedness is not increased at the time of such refinancing, replacement,
refunding, renewal or extension (such refinancing, replacement, refunding, renewal
or extension being referred to hereafter as the “Applicable Refinancing”),
except for a Temporary 2002-4.25% Indebtedness Increase that does not exceed
$175,000,000 in the aggregate and does not continue beyond December 31, 2009, and
(ii) such Indebtedness, after giving effect to the Applicable Refinancing, (A)
(subject to the sentence below regarding the Special 2002-4.25% Refinancing
Indebtedness) is not secured by any property other than property that secured such
Indebtedness prior to the Applicable Refinancing, (B) does not have any obligor or
guarantor other than the obligors or guarantors of such Indebtedness prior to the
Applicable Refinancing, provided that any refinancing, replacement, refunding,
renewal or extension of the 2002-4.25% Indenture Indebtedness (or of any Permitted
Indenture Refinancing Indebtedness with respect to the 2002-4.25% Indenture
Indebtedness) may be guaranteed by the Loan Parties upon terms that are no more
restrictive to such Loan Parties than the guaranty provisions contained in the 2009
Indenture Indebtedness, (C) other than with respect to any refinancing, replacement,
refunding, renewal or extension of the 2009 Indenture Indebtedness or the 2002-4.25%
Indenture Indebtedness (or of any Permitted Indenture Refinancing



3









 






Indebtedness with respect to the 2009 Indenture Indebtedness or the 2002-4.25%
Indenture Indebtedness), is subordinated to payment of the Obligations on terms that
are no less favorable to the Lenders and the other Secured Parties in any respect
than the subordination provisions contained in the applicable Indebtedness prior to
the Applicable Refinancing, provided that the holders of any Indebtedness arising
from the Applicable Refinancing of the 2009 Indenture Indebtedness (or of any
Permitted Indenture Refinancing Indebtedness with respect thereto) enter into an
intercreditor agreement with the Administrative Agent that is at least as favorable
to the Administrative Agent and the Secured Parties as the 2009 Indenture Notes
Intercreditor Agreement (except that (1) no such intercreditor agreement shall be
required in the case of the Special 2002-4.25% Refinancing Indebtedness or any
Permitted Indenture Refinancing Indebtedness with respect thereto, and (2) nothing
contained in this clause (C) shall suggest that any Applicable Refinancing of the
2002-4.25% Indenture Indebtedness (or of any Permitted Indenture Refinancing
Indebtedness with respect thereto) may be secured), (D) is subordinated in rights to
collateral on terms that are no less favorable to the Lenders and the other Secured
Parties in any respect than the collateral subordination provisions, if any,
contained in the applicable Indebtedness prior to the Applicable Refinancing, (E)
does not have a maturity, and does not require any principal payments, earlier than
two (2) years following the Maturity Date, and (F) has terms that are no more
restrictive than the terms of the Loan Documents; and provided
further that, after giving effect to the issuance of such Indebtedness, no
Event of Default shall have occurred and be continuing or would occur as a result
thereof. Notwithstanding clause (ii)(C) above, the Borrower may incur, on one
occasion only, prior to December 31, 2009, Permitted Indenture Refinancing
Indebtedness the proceeds of which will be used by the Borrower to refinance,
replace, refund, renew or extend certain 2009 Indenture Indebtedness and 2002-4.25%
Indenture Indebtedness (such Permitted Indenture Refinancing Indebtedness being
referred to as the “Special 2002-4.25% Refinancing Indebtedness”), without
requiring the holders of such Indebtedness to deliver an intercreditor agreement,
provided that (x) the aggregate principal amount of the Special 2002-4.25%
Indenture Indebtedness is not greater than $175,000,000, (y) the Special 2002-4.25%
Indenture Indebtedness (and any Permitted Indenture Refinancing Indebtedness with
respect thereto) is unsecured, and (z) the Special 2002-4.25% Indenture Indebtedness
satisfies the requirements of clause (i) and clauses (ii)(B), (D), (E) and (F)
above, and any other requirements (other than clause (ii)(C)) of the definition of
“Permitted Indenture Refinancing Indebtedness.”



     (d) The following definition of “Special 2002-4.25% Refinancing Indebtedness” is added
to Section 1.01 of the Credit Agreement, in the appropriate alphabetical order:




     “Special 2002-4.25% Refinancing Indebtedness” has the meaning specified
within the text of the definition of “Permitted Indenture Refinancing Indebtedness.”



4









 





     (e) The following definition of “Temporary 2002-4.25% Excess Cash” is added to
Section 1.01 of the Credit Agreement, in the appropriate alphabetical order:




     “Temporary 2002-4.25% Excess Cash” means cash proceeds received by the
Company from the issuance of Class A Common Stock of the Company in accordance with
Section 7.16(a)(ii)(C) or the issuance of Special 2002-4.25% Refinancing
Indebtedness, which cash (as set forth in a notice delivered by the Company to the
Administrative Agent) is intended by the Company to be applied to the prepayment or
purchase (whether by open market purchase or pursuant to a tender offer) of the
2002-4.25% Indenture Notes or the 2009 Indenture Notes, but has not yet been so
applied solely because the Company has not completed such prepayment or repurchase.



     (f) The following definition of “Temporary 2002-4.25% Indebtedness Increase” is added
to Section 1.01 of the Credit Agreement, in the appropriate alphabetical order:




     “Temporary 2002-4.25% Indebtedness Increase” means the circumstance
that, during the period from the incurrence of the Special 2002-4.25% Refinancing
Indebtedness to refinance, replace, refund, renew or extend the 2002-4.25% Indenture
Indebtedness or the 2009 Indenture Indebtedness and the date of the actual
refinancing, replacement, refunding, renewal or extension of the 2002-4.25%
Indenture Indebtedness or 2009 Indenture Indebtedness (the “Indebtedness
Increase Period”), the aggregate of the outstanding amounts of the Special
2002-4.25% Refinancing Indebtedness, the 2002-4.25% Indenture Indebtedness and the
2009 Indenture Indebtedness may exceed the aggregate of the outstanding
amounts of the 2002-4.25% Indenture Indebtedness and the 2009 Indenture Indebtedness
immediately prior to the incurrence of the Special 2002-4.25% Refinancing
Indebtedness solely because the Company has not yet been able to complete any
prepayment or purchase (whether by open market purchase or pursuant to a tender
offer) of the 2002-4.25% Indenture Indebtedness or the 2009 Indenture Indebtedness;
provided that (a) in no event shall the aggregate amount of the Temporary
2002-4.25% Indebtedness Increase exceed $175,000,000 and (b) in no event shall the
Indebtedness Increase Period (or the existence of such Temporary 2002-4.25%
Indebtedness Increase) continue beyond December 31, 2009.



     (g) The definition of “2002-4.25% Indenture Indebtedness” in Section 1.01 of
the Credit Agreement is amended by inserting the phrase “or replaced” immediately after the phrase
“are refinanced”.



     (h) The definition of “2002-4.25% Indenture Notes Restructure” in Section 1.01
of the Credit Agreement is amended so that, as amended, the definition shall read as follows:




     “2002-4.25% Indenture Notes Restructure” means the restructuring or
replacement of the 2002-4.25% Notes upon the following terms and conditions: (i)
the outstanding balance of the Indebtedness evidenced by the 2002-4.25%



5









 






Indenture Notes immediately prior to such refinancing or replacement is not
increased, except for a Temporary 2002-4.25% Indebtedness Increase that does
not exceed $175,000,000 and does not continue beyond December 31, 2009, (ii) the
maturity of the 2002-4.25% Indenture Notes (as refinanced or replaced) is not
shorter than the maturity of the 2002-4.25% Indenture Notes immediately prior to
such refinancing or replacement, and no principal payments or repurchases of the
2002-4.25% Indenture Notes (as refinanced or replaced) are required to be made any
earlier than they would have been made under the terms of the 2002-4.25% Indenture
Notes prior to such refinancing or replacement, (iii) the 2002-4.25% Indenture Notes
(as refinanced or replaced) are unsecured, and (iv) the Company complies with the
limit on aggregate interest payments payable with the respect to the 2009 Indenture
Notes and the 2002-4.25% Indenture Notes (including such 2009 Indenture Notes or
2002-4.25% Indenture Notes, as refinanced or replaced, as permitted hereby)
contained in Section 7.16. The refinancing or replacement of the 2002-4.25%
Indenture Notes may include the elimination of their subordination in payment
priority and may be accomplished by the incurrence of the Special 2002-4.25%
Refinancing Indebtedness.



     (i) Section 6.20 of the Credit Agreement is amended by adding the following new
subsection (c) at the end of that Section:




     (c) Notwithstanding the foregoing, if (i) the Company establishes a new Deposit
Account that contains only cash proceeds of (A) Permitted Indenture Refinancing
Indebtedness with respect to the 2002-4.25% Indenture Notes or the 2009 Indenture
Notes or (B) the issuance of Class A Common Stock of the Company in accordance with
Section 7.16(a)(ii)(C), and (ii) the Company intends to use such proceeds
solely to make prepayments or purchases (whether by open market purchase or pursuant
to a tender offer) of the 2002-4.25% Indenture Notes or the 2009 Indenture Notes,
then the Company shall not be required to deliver a new deposit account control
agreement for such Deposit Account (or to add such Deposit Account to any schedule
under any existing deposit account control agreement), in each case unless
any cash remains in such account after December 31, 2009.



     (j) The following Section 6.21 is hereby added to the Credit Agreement in the
appropriate numerical order:




6.21 Permitted Indenture Refinancing Indebtedness. At the time the Company or any
Loan Party enters into any Permitted Indenture Refinancing Indebtedness, the Company
shall deliver to the Administrative Agent a certificate, in form and substance
acceptable to the Administrative Agent, attaching copies of all material
documentation relating to such Permitted Indenture Refinancing Indebtedness and
certifying that (i) such Permitted Indenture Refinancing Indebtedness complies with
the requirements of Sections 7.16 and 7.09, the definition of
“Permitted Indenture Refinancing Indebtedness” and, with respect to a refinancing or
replacement of 2002-4.25% Indenture Indebtedness, the



6









 






definition of “2002-4.25% Indenture Notes Restructure” and (ii) no Event of Default
shall have occurred and be continuing or would occur as a result thereof.



     (k) Section 7.03(j) of the Credit Agreement is hereby amended by:




     (A) inserting the phrase “or replaced” immediately after the phrase “that has
refinanced”,




     (B) inserting the parenthetical phrase “(it being understood that the term
‘prepaid or purchased’ in this clause does not include 2002 5.25% Indenture
Indebtedness that is refinanced or replaced by the 2009 Indenture Notes)”
immediately after the phrase “on or prior to May 7, 2009”, and




     (C) inserting the parenthetical phrase “(it being understood that the term
‘prepaid’ in this clause does not include 2009 Indenture Indebtedness that is
refinanced or replaced by the Special 2002 4.25% Refinancing Indebtedness)”
immediately after the phrase “prepaid as permitted hereunder”.



     (l) Section 7.03(k) of the Credit Agreement is hereby amended by:




     (A) inserting the phrase “or replaced” immediately after the phrase “that has
refinanced”,




     (B) inserting the parenthetical phrase “(except in the case of a Temporary
2002-4.25% Indebtedness Increase that does not exceed $175,000,000 and does not
extend beyond December 31, 2009)” immediately after the phrase “provided
that”, and




     (C) inserting the parenthetical phrase “(it being understood that the term
‘prepaid’ in this clause does not include 2002 4.25% Indenture Indebtedness that is
refinanced or replaced by the Special 2002 4.25% Refinancing Indebtedness)”
immediately after the phrase “prepaid as permitted hereunder”.



     (m) Section 7.03(l) of the Credit Agreement is hereby amended by:




     (A) inserting the phrase “or replaced” immediately after the phrase “that has
refinanced”, and




     (B) deleting “2002-4.25% Indenture Indebtedness” in the sixth line and
inserting “2003 Indenture Indebtedness” in lieu thereof.



     (n) Section 7.15 of the Credit Agreement is hereby amended by:




     (A) inserting the phrase “or replace” immediately after the phrase “or
refinance”, and



7









 






     (B) inserting the phrase “or replaced” immediately after the phrase “that are
refinanced”.



     (o) Sections 7.16(a)(ii) and (iii) of the Credit Agreement are hereby amended
so that, as amended, such Sections shall read as follows:




(ii) the Company may (A) refinance or replace the 2002-4.25% Indenture Notes in
connection with a 2002-4.25% Indenture Notes Restructure, (B) refinance or replace
any Indebtedness permitted by Sections 7.03(j), (k) and (l)
with Permitted Indenture Refinancing Indebtedness and (C) make prepayments or
purchases (whether by open market purchase or pursuant to a tender offer) of any
Indenture Indebtedness solely with net cash proceeds of cash capital contributions
provided to the Company from any current or future stockholder so long as such cash
capital contributions are made in exchange solely for Class A Common Stock of the
Company which common stock (1) does not include any warrants, options, put rights,
preferred dividend or distribution rights, “maturity date” or similar cash pay
components, or any other rights not typically associated with common stock and (2)
is not convertible into any other security, obligation or instrument; and




(iii) in the event the 50% NCP Requirements have been met, and subject to compliance
with Section 2.14(l), the Company may make prepayments or purchases (whether
by open market purchase or pursuant to a tender offer) of the Indenture Indebtedness
or any Additional Subordinated Indebtedness permitted by Section 7.03(m) in
an unlimited amount using only Net Cash Proceeds of a Disposition.



     (p) Section 7.16(b) of the Credit Agreement is hereby amended by deleting the phrase
“2002-4.25% Indenture Notes as refinanced as permitted hereby” and inserting in its place the
phrase “2009 Indenture Notes or 2002-4.25% Indenture Notes as refinanced or replaced as permitted
hereby”.



     (q) Section 7.21 of the Credit Agreement is hereby amended by adding the following
proviso at the end of such Section:




“and provided further that (during the period prior to December 31, 2009)
any Temporary 2002-4.25% Excess Cash shall be excluded from the calculation of the
amount of collected cash balances pursuant to this Section; but provided
further that on January 1, 2010, the Borrower shall immediately prepay
outstanding Revolving Loans, L/C Borrowings and Swing Line Loans and Cash
Collateralize the remaining L/C Obligations, in an aggregate amount equal to the
amount of any remaining Temporary 2002-4.25% Excess Cash as of January 1, 2010, and
such prepayments shall be applied in the order set forth in clauses first
through third of Section 2.14(m), and the Aggregate Revolving
Commitments shall be automatically, immediately and permanently reduced on January
1, 2010 by the amounts of any such required prepayments but only until such time as
the



8









 






Aggregate Revolving Commitments have been reduced to $185,000,000;
provided that, in no event shall the Aggregate Revolving Commitments (after
giving effect to such reduction) be in an amount less than the then Outstanding
Amount of L/C Obligations.”



     2. Effectiveness; Conditions Precedent. This Amendment and the amendments to the
Credit Agreement herein provided shall become effective upon satisfaction of the following
conditions precedent:



     (a) the Administrative Agent shall have received:




	 	(i)	 	counterparts of this Amendment, duly executed by the Company,
the other Loan Parties, the Administrative Agent and Lenders which constitute
Required Lenders;
	 
	 	(ii)	 	such other documents, instruments, opinions, certifications,
undertakings, further assurances and other matters as the Administrative Agent,
the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used
Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably
request; and





     (b) all fees and expenses payable to the Administrative Agent and the Lenders (including the
fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the
date hereof shall have been paid in full (without prejudice to final settling of accounts for such
fees and expenses).



     3. Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and agrees
to the amendments set forth herein and hereby confirms and ratifies in all respects the Guaranty to
which such Guarantor is a party (including without limitation the continuation of such Guarantor’s
payment and performance obligations thereunder upon and after the effectiveness of this Amendment
and the amendments contemplated hereby) and the enforceability of such Guaranty against such
Guarantor in accordance with its terms.



     4. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Amendment, the Company and each other Borrower and Guarantor each
represents and warrants to the Administrative Agent and the Lenders as follows:



     (a) The representations and warranties made by the Company and each other Borrower and
Guarantor in Article V of the Credit Agreement and in each of the other Loan Documents to
which such Person is a party are true and correct on and as of the date hereof, except to the
extent that such representations and warranties expressly relate to an earlier date and except
that, the representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement;



     (b) The Persons appearing as Guarantors on the signature pages to this Amendment constitute
all Persons who are required to be Guarantors pursuant to the terms of the Credit



9









 




Agreement and the
other Loan Documents, including without limitation all Persons who became
Subsidiaries or were otherwise required to become Guarantors after the Closing Date, and each
of such Persons has become and remains a party to a Guaranty as a Guarantor;




     (c) This Amendment has been duly authorized, executed and delivered by the Borrowers and
Guarantors party hereto and constitutes a legal, valid and binding obligation of such parties,
except as may be limited by general principles of equity or by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights
generally; and



     (d) No Default or Event of Default has occurred and is continuing.



     5. Entire Agreement. This Amendment and all the Loan Documents (collectively, the
“Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in
relation to the subject matter hereof and supersedes any prior negotiations and agreements among
the parties relating to such subject matter. No promise, condition, representation or warranty,
express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no
such party has relied on any such promise, condition, representation or warranty. Each of the
parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents,
no representations, warranties or commitments, express or implied, have been made by any party to
the other in relation to the subject matter hereof or thereof. None of the terms or conditions of
this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing
and in accordance with Section 10.01 of the Credit Agreement.



     6. Full Force and Effect of Loan Documents. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed
and ratified in all respects and shall be and remain in full force and effect according to their
respective terms.



     7. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy or electronic delivery (including by
..pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.



     8. Governing Law. This Amendment shall in all respects be governed by, and construed
in accordance with, the laws of the State of North Carolina applicable to contracts executed and to
be performed entirely within such State, and shall be further subject to the provisions of
Section 10.14 of the Credit Agreement.



     9. Enforceability. Should any one or more of the provisions of this Amendment be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.



10









 





     10. References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby and as further amended, supplemented or
otherwise modified from time to time.



     11. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Company, the Borrowers, the Administrative Agent, each of the Guarantors and
Lenders, and their respective successors, legal representatives, and assignees to the extent such
assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.



[Signature pages follow.]





11












 





     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and
delivered by their duly authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 	 	 
	 	 	SONIC AUTOMOTIVE, INC., as a Borrower
	 	 	    and as a Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ DAVID P. COSPER
 

David P. Cosper
	 	 
	 

	 	Title:
	 	Vice-Chairman and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	NEW VEHICLE BORROWERS AND GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	ARNGAR, INC.
	 	 	AUTOBAHN, INC.
	 	 	AVALON FORD, INC.
	 	 	CORNERSTONE ACCEPTANCE CORPORATION
	 	 	FAA AUTO FACTORY, INC.
	 	 	FAA BEVERLY HILLS, INC.
	 	 	FAA CAPITOL F, INC.
	 	 	FAA CAPITOL N, INC.
	 	 	FAA CONCORD H, INC.
	 	 	FAA CONCORD T, INC.
	 	 	FAA DUBLIN N, INC.
	 	 	FAA DUBLIN VWD, INC.
	 	 	FAA HOLDING CORP.
	 	 	FAA LAS VEGAS H, INC.
	 	 	FAA POWAY G, INC.
	 	 	FAA POWAY H, INC.
	 	 	FAA POWAY T, INC.
	 	 	FAA SAN BRUNO, INC.
	 	 	FAA SANTA MONICA V, INC.
	 	 	FAA SERRAMONTE H, INC.
	 	 	FAA SERRAMONTE L, INC.
	 	 	FAA SERRAMONTE, INC.
	 	 	FAA STEVENS CREEK, INC.
	 	 	FAA TORRANCE CPJ, INC.
	 	 	FIRSTAMERICA AUTOMOTIVE, INC.
	 	 	FORT MILL FORD, INC.
	 	 	FORT MYERS COLLISION CENTER, LLC
	 	 	FRANCISCAN MOTORS, INC.
	 	 	FRONTIER OLDSMOBILE-CADILLAC, INC.
	 	 	KRAMER MOTORS INCORPORATED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DAVID P. COSPER	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David P. Cosper	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

Signature Page





 









 








	 	 	 	 	 	 	 
	 	 	L DEALERSHIP GROUP, INC.
	 	 	MARCUS DAVID CORPORATION
	 	 	MASSEY CADILLAC, INC.
	 	 	MOUNTAIN STATES MOTORS CO., INC.
	 	 	ONTARIO L, LLC
	 	 	ROYAL MOTOR COMPANY, INC.
	 	 	SAI AL HC1, INC.
	 	 	SAI AL HC2, INC.
	 	 	SAI
ANN ARBOR IMPORTS, LLC (as successor by merger with
Sonic-Ann Arbor Imports, Inc.)

	 	 	SAI ATLANTA B, LLC (as successor by merger with Sonic — Global Imports, L.P.)
	 	 	SAI BROKEN ARROW C,
LLC (f/k/a and converted from Speedway Chevrolet, Inc.)
	 	 	SAI CHARLOTTE M, LLC
	 	 	SAI COLUMBUS MOTORS, LLC (f/k/a and converted from Sonic
	 	 	     Automotive-1400 Automall Drive, Columbus, Inc.)
	 	 	SAI COLUMBUS
VWK, LLC (f/k/a and converted from Sonic Automotive-1455
Automall Drive, Columbus, Inc.)

	 	 	SAI FL HC2, INC.
	 	 	SAI FL HC3, INC.
	 	 	SAI FL HC4, INC.
	 	 	SAI FL HC6, INC.
	 	 	SAI FL HC7, INC.
	 	 	SAI FORT MYERS
B, LLC (f/k/a and converted from Sonic — FM, Inc.)
	 	 	SAI FORT MYERS H,
LLC (f/k/a and converted from Sonic — Freeland, Inc.)
	 	 	SAI FORT MYERS M,
LLC (f/k/a Sonic — FM Automotive, LLC)
	 	 	SAI FORT MYERS VW, LLC (f/k/a and converted from Sonic — FM VW, Inc.)
	 	 	SAI IRONDALE IMPORTS, LLC (f/k/a and
converted from Sonic — Williams Imports, Inc.)

	 	 	SAI LONG BEACH B, INC.
	 	 	SAI MD HC1, INC.
	 	 	SAI MONROVIA B, INC.
	 	 	SAI MONTGOMERY B,
LLC (f/k/a and converted from Sonic Montgomery B, Inc.)
	 	 	SAI MONTGOMERY BCH, LLC (f/k/a and
converted from Cobb Pontiac-Cadillac, Inc.)

	 	 	SAI MONTGOMERY CH, LLC (f/k/a and
converted from Capitol Chevrolet and Imports, Inc.)

	 	 	SAI NASHVILLE CSH, LLC (f/k/a Sonic-Crest Cadillac, LLC)
	 	 	SAI NASHVILLE H, LLC (f/k/a Sonic-Crest H, LLC)
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ DAVID P. COSPER
 

David P. Cosper
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

Signature Page




 









 





	 	 	 	 	 	 	 
	 	 	SAI NASHVILLE M,
LLC (f/k/a Sonic Nashville M, LLC)
	 	 	SAI NASHVILLE MOTORS, LLC
	 	 	SAI OK HC1,
INC., an Oklahoma corporation
	 	 	SAI OKLAHOMA CITY C,
LLC (f/k/a and converted from Sonic — West Reno Chevrolet,
Inc.)

	 	 	SAI OKLAHOMA CITY H,
LLC (f/k/a and converted from Sonic — Bethany H,
Inc.)

	 	 	SAI ORLANDO CS, LLC (f/k/a and converted from Sonic — North Cadillac, Inc.)
	 	 	SAI RIVERSIDE C, LLC (f/k/a and converted from Sonic-Riverside, Inc.)
	 	 	SAI ROCKVILLE
IMPORTS, LLC (as successor by merger with Sonic-Rockville
Imports, Inc.)

	 	 	SAI TN HC1, LLC
	 	 	SAI TN HC2, LLC
	 	 	SAI TN HC3, LLC
	 

	 	SAI TULSA N, LLC
(f/k/a and converted from Riverside Nissan, Inc.)
	 	 	SANTA CLARA IMPORTED CARS, INC.
	 	 	SONIC —
2185 CHAPMAN RD., CHATTANOOGA, LLC
	 	 	SONIC — CALABASAS V, INC.
	 	 	SONIC — CARSON F, INC.
	 	 	SONIC — COAST CADILLAC, INC.
	 	 	SONIC — DENVER T, INC.
	 	 	SONIC — DOWNEY CADILLAC, INC.
	 	 	SONIC — ENGLEWOOD M, INC.
	 	 	SONIC — FORT MILL DODGE, INC.
	 	 	SONIC — HARBOR CITY H, INC.
	 	 	SONIC — LAS VEGAS C EAST, LLC
	 	 	SONIC — LAS VEGAS C WEST, LLC
	 	 	SONIC — LLOYD NISSAN, INC.
	 	 	SONIC — LLOYD PONTIAC — CADILLAC, INC.
	 	 	SONIC — LONE TREE CADILLAC, INC.
	 	 	SONIC — LS, LLC
	 	 	SONIC — MANHATTAN FAIRFAX, INC.
	 	 	SONIC — MASSEY CHEVROLET, INC.
	 	 	SONIC — MASSEY PONTIAC BUICK GMC, INC.
	 	 	SONIC — NEWSOME CHEVROLET WORLD, INC.
	 	 	SONIC — NEWSOME OF FLORENCE, INC.
	 	 	SONIC — NORTH CHARLESTON DODGE, INC.
	 	 	SONIC — NORTH CHARLESTON, INC.
	 	 	SONIC — SANFORD CADILLAC, INC.
	 	 	SONIC — SHOTTENKIRK, INC.
	 	 	SONIC — STEVENS CREEK B, INC.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ DAVID P. COSPER
 

David P. Cosper
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

Signature Page




 









 





	 	 	 	 	 
	 	SONIC — WILLIAMS CADILLAC, INC.

SONIC AGENCY, INC.

SONIC AUTOMOTIVE — 1720 MASON AVE., DB, INC.

SONIC AUTOMOTIVE — 1720 MASON AVE., DB, LLC

SONIC AUTOMOTIVE — 6008 N. DALE MABRY, FL, INC.

SONIC AUTOMOTIVE — 9103 E. INDEPENDENCE, NC, LLC

SONIC AUTOMOTIVE 2752 LAURENS RD., GREENVILLE, INC.

SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC

SONIC AUTOMOTIVE F&I, LLC

SONIC AUTOMOTIVE OF CHATTANOOGA, LLC

SONIC AUTOMOTIVE OF NASHVILLE, LLC

SONIC AUTOMOTIVE OF NEVADA, INC.
(including as successor by merger with 

     Sonic Automotive of Tennessee, Inc.)

SONIC AUTOMOTIVE SUPPORT, LLC

SONIC AUTOMOTIVE WEST, LLC

SONIC AUTOMOTIVE-3700 WEST BROAD STREET, COLUMBUS, INC.

SONIC AUTOMOTIVE-4000 WEST BROAD STREET, COLUMBUS, INC.

SONIC CALABASAS M, INC.

SONIC DEVELOPMENT, LLC

SONIC DIVISIONAL OPERATIONS, LLC

SONIC FREMONT, INC.

SONIC OF TEXAS, INC.

SONIC RESOURCES, INC.

SONIC SANTA MONICA M, INC.

SONIC SANTA MONICA S, INC.

SONIC TYSONS CORNER H, INC.

SONIC TYSONS CORNER INFINITI, INC.

SONIC WALNUT CREEK M, INC.

SONIC WILSHIRE CADILLAC, INC.

SONIC-BUENA PARK H, INC.

SONIC-CALABASAS A, INC.

SONIC-CAPITOL CADILLAC, INC.

SONIC-CAPITOL IMPORTS, INC.

SONIC-CARSON LM, INC.

SONIC-PLYMOUTH CADILLAC, INC.

SONIC-SATURN OF SILICON VALLEY, INC.

SONIC-SERRAMONTE I, INC.

SONIC-VOLVO LV, LLC(as successor by merger with Sonic Automotive

     Servicing Company, LLC)

SONIC-WEST COVINA T, INC.

 	 



	 	 	 	 
	 	By: 	/s/ DAVID P. COSPER
 	 
	 	Name: 	David P. Cosper 	 
	 	Title:  	Vice President and Treasurer 	 
	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

Signature Page





 











 





	 	 	 	 	 	 	 	 	 
	 	 	SRE ALABAMA —
2, LLC
SRE ALABAMA — 5, LLC
SRE CALIFORNIA
— 1, LLC
SRE CALIFORNIA — 2, LLC
SRE
CALIFORNIA — 4, LLC
SRE COLORADO — 1,
LLC
SRE FLORIDA — 1, LLC
SRE FLORIDA —
2, LLC
SRE HOLDING, LLC
SRE NORTH CAROLINA —
2, LLC
SRE OKLAHOMA — 1, LLC
SRE OKLAHOMA
— 2, LLC
SRE OKLAHOMA — 5, LLC
SRE
SOUTH CAROLINA — 3, LLC
SRE SOUTH CAROLINA
 — 4, LLC
SRE TENNESSEE — 4, LLC
SRE VIRGINIA — 1, LLC
SREALESTATE ARIZONA — 2, LLC
SREALESTATE ARIZONA — 3, LLC
STEVENS CREEK CADILLAC, INC.
TOWN AND COUNTRY FORD, INCORPORATED
VILLAGE IMPORTED CARS, INC.
WINDWARD, INC.
Z MANAGEMENT, INC.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ DAVID P. COSPER	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	David P. Cosper	 	 
	 	 	Title:	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SAI CLEARWATER T, LLC (f/k/a and converted from Sonic 
     Automotive-Clearwater, Inc.)
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SAI FL HC2, INC.,	 	 
	 	 	 	 	as Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ DAVID P. COSPER	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David P. Cosper	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SAI COLUMBUS T, LLC (f/k/a and converted from Sonic 

     Automotive-1500 Automall Drive, Columbus, Inc.)
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SONIC AUTOMOTIVE, INC.,	 	 
	 	 	 	 	as Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ DAVID P. COSPER	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David P. Cosper	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	SAI IRONDALE L, LLC (f/k/a Sonic — Williams Motors, LLC)
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SAI AL HC2, INC.,	 	 
	 	 	 	 	as Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ DAVID P. COSPER
 

	 	 
	 

	 	 	 	Name:
	 	David P. Cosper	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SAI OKLAHOMA CITY T, LLC (f/k/a and converted	 	 
	 	 	     from Wrangler Investments, Inc.)	 	 
	 	 	SAI TULSA T, LLC (f/k/a and converted from Sonic —	 	 
	 	 	     Oklahoma T, Inc.)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SAI OK HC1, INC.,	 	 
	 	 	 	 	as Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ DAVID P. COSPER
 

	 	 
	 

	 	 	 	Name:
	 	David P. Cosper	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SAI ROCKVILLE L, LLC (as successor by merger with	 	 
	 	 	     Sonic-Rockville Motors, Inc.)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SAI MD HC1, INC.,	 	 
	 	 	 	 	as Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ DAVID P. COSPER
 

	 	 
	 

	 	 	 	Name:
	 	David P. Cosper	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SAI GEORGIA, LLC (f/k/a and converted from Sonic	 	 
	 	 	     Automotive of Georgia, Inc.)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SONIC AUTOMOTIVE OF NEVADA, INC.,	 	 
	 	 	 	 	as Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ DAVID P. COSPER
 

	 	 
	 

	 	 	 	Name:
	 	David P. Cosper	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	SAI GA HC1, LP	 	 
	 	 	SONIC PEACHTREE INDUSTRIAL BLVD., L.P.	 	 
	 	 	SONIC — STONE MOUNTAIN T, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	SAI GEORGIA, LLC, as Sole General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	SONIC AUTOMOTIVE OF NEVADA, INC.,
	 	 	 	 	 	 	as Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ DAVID P. COSPER
 

	 	 
	 

	 	 	 	 	 	Name:
	 	David P. Cosper	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PHILPOTT MOTORS, LTD.	 	 
	 	 	SONIC ADVANTAGE PA, L.P.	 	 
	 	 	SONIC AUTOMOTIVE OF TEXAS, L.P.	 	 
	 	 	SONIC AUTOMOTIVE — 3401 N. MAIN, TX, L.P.	 	 
	 	 	SONIC AUTOMOTIVE — 4701 I-10 EAST, TX, L.P.	 	 
	 	 	SONIC — CADILLAC D, L.P.	 	 
	 	 	SONIC — CAMP FORD, L.P.	 	 
	 	 	SONIC — CARROLLTON V, L.P.	 	 
	 	 	SONIC-CLEAR LAKE VOLKSWAGEN, L.P.	 	 
	 	 	SONIC — FORT WORTH T, L.P.	 	 
	 	 	SONIC — FRANK PARRA AUTOPLEX, L.P.	 	 
	 	 	SONIC HOUSTON JLR, LP	 	 
	 	 	SONIC HOUSTON LR, L.P.	 	 
	 	 	SONIC — HOUSTON V, L.P.	 	 
	 	 	SONIC-JERSEY VILLAGE VOLKSWAGEN, L.P.	 	 
	 	 	SONIC — LUTE RILEY, L.P.	 	 
	 	 	SONIC — MESQUITE HYUNDAI, L.P.	 	 
	 	 	SONIC MOMENTUM B, L.P.	 	 
	 	 	SONIC MOMENTUM JVP, L.P.	 	 
	 	 	SONIC MOMENTUM VWA, L.P.	 	 
	 	 	SONIC — READING, L.P.	 	 
	 	 	SONIC — RICHARDSON F, L.P.	 	 
	 	 	SONIC — UNIVERSITY PARK A, L.P.	 	 
	 	 	SRE TEXAS — 1, L.P.	 	 
	 	 	SRE TEXAS — 2, L.P.	 	 
	 	 	SRE TEXAS — 3, L.P.	 	 
	 	 	SRE TEXAS — 4, L.P.	 	 
	 	 	SRE TEXAS — 5, L.P.	 	 
	 	 	SRE TEXAS — 6, L.P.	 	 
	 	 	SRE TEXAS — 7, L.P.	 	 
	 	 	SRE TEXAS — 8, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	SONIC OF TEXAS, INC.,	 	 
	 	 	 	 	as Sole General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ DAVID P. COSPER	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	David P. Cosper	 	 
	 	 	 	 	Title:	 	Vice President and Treasurer	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	SONIC — LS CHEVROLET, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SONIC — LS, LLC,	 	 
	 	 	 	 	as Sole General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ DAVID P. COSPER
 

	 	 
	 

	 	 	 	Name:
	 	David P. Cosper	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	SONIC FINANCIAL
CORPORATION:	 	 
	 	 	SONIC FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ O. BRUTON SMITH	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	O. Bruton Smith	 	 
	 	 	Title:	 	President	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ ANNE M. ZESCHKE
 

Anne M. Zeschke
	 	 
	 

	 	Title:
	 	Vice President	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, Revolving Swing Line
Lender, New Vehicle Swing Line Lender, Used Vehicle Swing
Line Lender and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ M. PATRICIA KAY
 

M. Patricia Kay
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	JPMORGAN CHASE BANK, N.A., as Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ JEFFREY G CALDER
 

Jeffrey G Calder
	 	 
	 

	 	Title:
	 	Vice President	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	TOYOTA MOTOR CREDIT CORPORATION, as Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ MARK DOI
 

Mark Doi
	 	 
	 

	 	Title:
	 	National Dealer Credit Manager	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	BMW FINANCIAL SERVICES NA, LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ SCOTT BARGAR
 

Scott Bargar
	 	 
	 

	 	Title:
	 	Retailer Finance Credit Manager, BMW FS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ PATRICK SULLIVAN
 

Patrick Sullivan
	 	 
	 

	 	Title:
	 	GM, Retailer Finance BMW Group Financial Services	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	CAROLINA FIRST BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	COMERICA BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ DAVID M. GARBARZ
 

David M. Garbarz
	 	 
	 

	 	Title:
	 	SVP	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	FIFTH THIRD BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 





AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	NISSAN MOTOR ACCEPTANCE CORPORATION, as a Lender

 
	 	By:  	/s/ BRIAN FALLON
 	 
	 	Name:  	Brian Fallon 	 
	 	Title:  	Sr. Manager 	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	SOVEREIGN BANK, as a Lender

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ AMANDA PARKS
 	 
	 	Name:  	Amanda Parks 	 
	 	Title:  	SVP 	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ MICHAEL R. BURKITT
 	 
	 	Name:  	Michael R. Burkitt 	 
	 	Title:  	Senior Vice President 	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	WORLD OMNI FINANCIAL CORP., as a Lender

 	 
	 	By:  	/s/ DAN CHAIT
 	 
	 	Name:  	Dan Chait 	 
	 	Title:  	Group Vice President 	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	DCFS USA LLC, as a Lender

 	 
	 	By:  	/s/ MICHELE NOWAK
 	 
	 	Name:  	Michele Nowak 	 
	 	Title:  	Credit Director, National Accounts 	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	VW CREDIT, INC., as a Lender

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

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	 	WELLS FARGO BANK, N.A., as a Lender

 	 
	 	By:  	/s/ MICHAEL R. BURKITT
 	 
	 	Name:  	Michael R. Burkitt 	 
	 	Title:  	Senior Vice President 	 



AMENDMENT NO. 6 TO CREDIT AGREEMENT

Signature Page