exv10w60






Exhibit 10.60




AMENDED AND RESTATED SECURITY AGREEMENT




     THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made and
entered into as of January 15, 2010 by and among SONIC AUTOMOTIVE, INC., a Delaware corporation
(the “Company” and a “Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE
COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A “REVOLVING GRANTOR” AND EACH OTHER PERSON WHO
SHALL BECOME A PARTY HERETO BY EXECUTION OF A REVOLVING JOINDER AGREEMENT WHICH IDENTIFIES SUCH
PERSON AS A “REVOLVING GRANTOR” (each a “Revolving Subsidiary Guarantor” and a
“Revolving Subsidiary Grantor”, and collectively with the Company, the “Revolving
Grantors” and each a “Revolving Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE
COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A “FLOORPLAN GRANTOR” AND EACH OTHER PERSON WHO
SHALL BECOME A PARTY HERETO BY EXECUTION OF A FLOORPLAN JOINDER AGREEMENT WHICH IDENTIFIES SUCH
PERSON AS A “FLOORPLAN GRANTOR” (each a “Floorplan Subsidiary Guarantor” and a
“Floorplan Subsidiary Grantor” and collectively with the Revolving Grantors, the
“Grantors”), BANK OF AMERICA, N.A., a national banking association, as Administrative Agent
(in such capacity, the “Revolving Administrative Agent”) for each of the lenders (the
“Revolving Lenders”) now or hereafter party to the Revolving Credit Agreement defined below
(collectively with the Revolving Administrative Agent, and certain other Persons parties to Related
Swap Contracts and Secured Cash Management Arrangements as more particularly described in
Section 21 hereof, the “Revolving Secured Parties”), and the REVOLVING
ADMINISTRATIVE AGENT in its capacity as the collateral agent for each of the lenders (the
“Floorplan Lenders”) now or hereafter party to the Floorplan Credit Agreement defined
below. (The Floorplan Lenders and the Floorplan Administrative Agent, defined below, are referred
to collectively as the “Floorplan Secured Parties.” The Floorplan Secured Parties and
Revolving Secured Parties are referred to collectively as the “Secured Parties.”) All
capitalized terms used but not otherwise defined herein or pursuant to Section 1 hereof
shall have the respective meanings assigned thereto in the Revolving Credit Agreement.



W I T N E S S E T H:




     WHEREAS, the Company, certain Subsidiaries of the Company party thereto (each an “Existing
New Vehicle Borrower”), the lenders party thereto (the “Existing Lenders”) and the
Revolving Administrative Agent entered into that certain Credit Agreement dated February 17, 2006,
as amended prior to (but excluding) the date hereof, the “Existing Credit Agreement”),
pursuant to which certain of the Existing Lenders agreed to make available (a) to the Company a
revolving credit facility, including a letter of credit subfacility and a swingline subfacility,
(b) to the Existing New Vehicle Borrowers a revolving new vehicle floorplan facility, including a
new vehicle swingline subfacility and (c) to the Company a revolving used vehicle floorplan
facility, including a used vehicle swingline subfacility; and



     WHEREAS, the Company and certain Subsidiaries of the Company (the “Existing Grantors”)
entered into a Security Agreement dated as of February 17, 2006 (as amended prior to (but
excluding) the date hereof, the “Existing Security Agreement”), pursuant to which the
Existing Grantors have secured their obligations arising under the Existing Credit Agreement;
and



 









 





     WHEREAS, the Company has requested that the Existing Credit Agreement be amended and restated
in order to, among other things, (a) extend the maturity date of the revolving credit facility
provided therein, (b) reduce the maximum aggregate amount of the revolving credit facility provided
therein to $150,000,000 and (c) make certain other amendments to the Existing Credit Agreement on
the terms and conditions set forth in that certain Amended and Restated Credit Agreement dated as
of the date hereof (as amended, supplemented or otherwise modified from time to time, the
“Revolving Credit Agreement”) among the Company, the Revolving Administrative Agent and the
Revolving Lenders; and



     WHEREAS, the Revolving Administrative Agent and the Revolving Lenders have agreed to enter
into the Revolving Credit Agreement, subject to, among other things, a condition that the parties
amend and restate the Existing Security Agreement as provided herein; and



     WHEREAS, as collateral security for payment and performance of the Revolving Obligations, the
Company and each Revolving Subsidiary Guarantor is willing to grant to the Revolving Administrative
Agent for the benefit of the Revolving Secured Parties a security interest in certain of its
personal property and assets pursuant to the terms of this Security Agreement; and



     WHEREAS, the Company and each Revolving Subsidiary Grantor will materially benefit from the
Revolving Loans to be made, and the Letters of Credit to be issued, under the Revolving Credit
Agreement; and



     WHEREAS, each Revolving Subsidiary Guarantor is a party (as signatory or by joinder) to the
Revolving Subsidiary Guaranty pursuant to which such Revolving Subsidiary Guarantor guarantees the
Revolving Obligations of the other Revolving Loan Parties; and



     WHEREAS, the Revolving Secured Parties are unwilling to enter into the Revolving Loan
Documents unless the Company and the Revolving Subsidiary Guarantors enter into this Security
Agreement; and



     WHEREAS, the Company has requested that the Existing Lenders terminate the existing new
vehicle floorplan facility (including the existing new vehicle swing line sublimit thereunder) and
the existing used vehicle floorplan facility (including the existing used vehicle swing line
sublimit thereunder) that are provided under the Existing Credit Agreement simultaneously with the
closing under the Floorplan Credit Agreement; and



     WHEREAS, the Company has also requested that the Floorplan Lenders provide a revolving new
vehicle floorplan facility and a revolving used vehicle floorplan facility on the terms and
conditions set forth in that certain Syndicated New and Used Vehicle Floorplan Credit Agreement (as
amended, supplemented or otherwise modified from time to time, the “Floorplan Credit
Agreement”) dated as of the date hereof among the Company, certain Subsidiaries of the Company
(each a “New Vehicle Borrower” and together with the Company, the “Floorplan
Borrowers” and each individually a “Floorplan Borrower”), the Floorplan Lenders and
Bank of America, N.A., as administrative agent (in such capacity, the “Floorplan Administrative
Agent”)
for the Floorplan Lenders; and



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     WHEREAS, as collateral security for payment and performance of the Floorplan Obligations, each
Floorplan Borrower and each other Floorplan Subsidiary Guarantor is willing to grant to the
Revolving Administrative Agent (as collateral agent for the benefit of the Floorplan Secured
Parties) a security interest in certain of its personal property and assets pursuant to the terms
of this Security Agreement; and



     WHEREAS, each Floorplan Borrower and each other Floorplan Subsidiary Grantor will materially
benefit from the Floorplan Loans to be made under the Floorplan Credit Agreement; and



     WHEREAS, each New Vehicle Borrower and each other Floorplan Subsidiary Guarantor is a party
(as signatory or by joinder) to the Floorplan Subsidiary Guaranty pursuant to which such New
Vehicle Borrower or such Floorplan Subsidiary Guarantor guarantees the Floorplan Obligations of the
other Floorplan Loan Parties; and



     WHEREAS, the Floorplan Secured Parties are unwilling to enter into the Floorplan Loan
Documents unless each Floorplan Borrower and each other Floorplan Subsidiary Guarantor enters into
this Security Agreement;



     NOW, THEREFORE, in order to:



     (i) induce the Revolving Lenders to amend and restate the Existing Credit Agreement ;



     (ii) induce the Revolving Secured Parties to make available to the Company, or maintain, the
credit facilities provided for in the Revolving Credit Agreement; and



     (iii) induce the Floorplan Secured Parties to make the credit facilities provided for in the
Floorplan Credit Agreement available to the New Vehicle Borrowers;



     the parties hereto agree as follows:



     1. Certain Definitions. Terms used in this Security Agreement, not otherwise
expressly defined herein or in the Revolving Credit Agreement, and for which meanings are provided
in the Uniform Commercial Code of the State of North Carolina (the “UCC”), shall have such
meanings. In addition, for purposes of this Security Agreement, the following terms have the
following definitions:



     “Collateral” has the meaning specified in Section 2(c).



     “Credit Agreements” means collectively the Floorplan Credit Agreement and the
Revolving Credit Agreement.



     “Default” means a Revolving Default or a Floorplan Default.



     “Event of Default” means a Revolving Event of Default or a Floorplan Event of Default.



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     “Facilities Termination Date” means the later of the Facility Termination Date (as
defined in the Revolving Credit Agreement) and the Facility Termination Date (as defined in the
Floorplan Credit Agreement).



     “Floorplan Administrative Agent” has the meaning specified in the preamble hereto.



     “Floorplan Collateral” has the meaning specified in Section 2(c).



     “Floorplan Credit Agreement” has the meaning specified in the Recitals hereto.



     “Floorplan Default” has the meaning specified for the term “Default” in the Floorplan
Credit Agreement.



     “Floorplan Event of Default” has the meaning specified for the term “Event of Default”
in the Floorplan Credit Agreement.



     “Floorplan Joinder Agreement” has the meaning specified for the term “Joinder
Agreement” in the Floorplan Credit Agreement.



     “Floorplan Lenders” has the meaning set forth in the preamble hereto.



     “Floorplan Loan” has the meaning specified for the term “Loan” in the Floorplan Credit
Agreement.



     “Floorplan Loan Parties” has the meaning specified for the term “Loan Parties” in the
Floorplan Credit Agreement.



     “Floorplan Obligations” has the meaning specified for the term “Obligations” in the
Floorplan Credit Agreement.



     “Floorplan Secured Obligations” has the meaning specified in Section 2(b).



     “Floorplan Secured Parties” has the meaning specified in the preamble hereto.



     “Floorplan Security Instruments” has the meaning specified for the term “Security
Instruments” in the Floorplan Credit Agreement.



     “Floorplan Subsidiary Grantors” has the meaning specified in the preamble hereto.



     “Floorplan Subsidiary Guarantors” has the meaning specified in the preamble hereto.



     “Floorplan Subsidiary Guaranty” has the meaning specified for the term “Subsidiary
Guaranty” in the Floorplan Credit Agreement.



     “Joinder Agreements” means collectively the Revolving Joinder Agreements and the
Floorplan Joinder Agreements.



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     “Lenders” means collectively the Revolving Lenders and the Floorplan Lenders.



     “Loan Parties” means collectively the Revolving Loan Parties and the Floorplan Loan
Parties.



     “Qualifying Control Agreement” shall have the meaning set forth on Schedule 1
hereto.



     “Revolving Administrative Agent” has the meaning specified in the preamble hereto.



     “Revolving Collateral” has the meaning specified in Section 2(c).



     “Revolving Credit Agreement” has the meaning specified in the Recitals hereto.



     “Revolving Default” has the meaning specified for the term “Default” in the Revolving
Credit Agreement.



     “Revolving Event of Default” has the meaning specified for the term “Event of Default”
in the Revolving Credit Agreement.



     “Revolving Joinder Agreement” has the meaning specified for the term “Joinder
Agreement” in the Revolving Credit Agreement.



     “Revolving Lenders” has the meaning set forth in the preamble hereto.



     “Revolving Loan” has the meaning specified for the term “Loan” in the Revolving Credit
Agreement.



     “Revolving Loan Documents” has the meaning specified for the term “Loan Documents” in
the Revolving Credit Agreement.



     “Revolving Loan Parties” has the meaning specified for the term “Loan Parties” in the
Revolving Credit Agreement.



     “Revolving Obligations” has the meaning specified for the term “Obligations” in the
Revolving Credit Agreement.



     “Revolving Secured Obligations” has the meaning specified in Section 2(a).



     “Revolving Secured Parties” has the meaning specified for the term “Secured Parties”
in the Revolving Credit Agreement.



     “Revolving Security Instruments” has the meaning specified for the term “Security
Instruments” in the Revolving Credit Agreement.



     “Revolving Subsidiary Grantors” has the meaning specified in the preamble hereto.



     “Revolving Subsidiary Guarantors” has the meaning specified in the preamble hereto.



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     “Revolving Subsidiary Guaranty” has the meaning specified for the term “Subsidiary
Guaranty” in the Revolving Credit Agreement.



     “Secured Obligations” means collectively the Floorplan Secured Obligations and the
Revolving Secured Obligations.



     “Secured Parties” has the meaning specified in the preamble hereto.



     “Security Instruments” means the Revolving Security Instruments and the Floorplan
Security Instruments.



     2. Grant of Security Interest.




     (a) The Company hereby grants as collateral security for the payment, performance and
satisfaction of all of its Revolving Obligations and the obligations and liabilities of any
Revolving Loan Party now existing or hereafter arising under Related Swap Contracts and
Secured Cash Management Arrangements, and each Revolving Subsidiary Grantor hereby grants as
collateral security for the payment, performance and satisfaction of all of its Guarantor’s
Obligations (as defined in the Revolving Subsidiary Guaranty) and the payment and
performance of its obligations and liabilities (whether now existing or hereafter arising)
hereunder or under any of the other Revolving Loan Documents to which it is now or hereafter
becomes a party (such obligations and liabilities of the Company and the Revolving
Subsidiary Grantors referred to collectively as the “Revolving Secured
Obligations”), to the Revolving Administrative Agent for the benefit of the Revolving
Secured Parties a continuing security interest in and to, and collaterally assigns to the
Revolving Administrative Agent for the benefit of the Revolving Secured Parties, all of the
personal property and trade fixtures of such Grantor or in which such Grantor has or may
have or acquire an interest or the power to transfer rights therein, whether now owned or
existing or hereafter created, acquired or arising and wheresoever located, including the
Collateral (as defined below).




     (b) Each New Vehicle Borrower hereby grants as collateral security for the payment,
performance and satisfaction of all of its Floorplan Obligations, and each other Floorplan
Subsidiary Grantor hereby grants as collateral security for the payment, performance and
satisfaction of all of its Guarantor’s Obligations (as defined in the Floorplan Subsidiary
Guaranty) and the payment and performance of its obligations and liabilities (whether now
existing or hereafter arising) hereunder or under any of the other Floorplan Loan Documents
to which it is now or hereafter becomes a party (such obligations and liabilities of the New
Vehicle Borrowers and the other Floorplan Subsidiary Grantors referred to collectively as
the “Floorplan Secured Obligations”), to the Revolving Administrative Agent for the
benefit of the Floorplan Secured Parties a continuing first priority security interest in
and to, and collaterally assigns to the Revolving Administrative Agent for the benefit of
the Floorplan Secured Parties, all of the personal property and trade fixtures of such
Grantor or in which such Grantor has or may have or acquire an interest or the power to
transfer rights therein, whether now owned or existing or hereafter created, acquired or
arising and wheresoever located, including the Collateral (as defined below).



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     (c) All of the property and interests in property described in subsections (i) through
(xv) below are herein referred to as the “Collateral”:




     (i) All accounts, and including accounts receivable, contracts, bills,
acceptances, choses in action, and other forms of monetary obligations at any time
owing to such Grantor arising out of property sold, leased, licensed, assigned or
otherwise disposed of or for services rendered or to be rendered by such Grantor,
and all of such Grantor’s rights with respect to any property represented thereby,
whether or not delivered, property returned by customers and all rights as an unpaid
vendor or lienor, including rights of stoppage in transit and of recovering
possession by proceedings including replevin and reclamation (collectively referred
to hereinafter as “Accounts”);




     (ii) All new and used vehicle inventory (including all inventory consisting of
new or used automobiles or trucks with a gross vehicle weight of less than 16,000
pounds) in which such Grantor now or at any time hereafter may have an interest,
whether or not the same is in transit or in the constructive, actual or exclusive
occupancy or possession of such Grantor or is held by such Grantor or by others for
such Grantor’s account (all of the foregoing, collectively referred to hereinafter
as “Vehicle Inventory”);




     (iii) All other inventory, including all goods manufactured or acquired for
sale or lease, and any piece goods, raw materials, work in process and finished
merchandise, component materials, and all supplies, goods, incidentals, office
supplies, packaging materials and any and all items used or consumed in the
operation of the business of such Grantor or which may contribute to the finished
product or to the sale, promotion and shipment thereof, in which such Grantor now or
at any time hereafter may have an interest, whether or not the same is in transit or
in the constructive, actual or exclusive occupancy or possession of such Grantor or
is held by such Grantor or by others for such Grantor’s account, (together with the
Vehicle Inventory, collectively referred to hereinafter as “Inventory”);




     (iv) All goods, including all machinery, equipment, motor vehicles, parts,
supplies, apparatus, appliances, tools, patterns, molds, dies, blueprints, fittings,
furniture, furnishings, trade fixtures and articles of tangible personal property of
every description, and all computer programs embedded in any of the foregoing and
all supporting information relating to such computer programs (collectively referred
to hereinafter as “Equipment”);




     (v) Any right of such Grantor in (i) contracts in transit relating to any
Vehicle Inventory (including any Vehicle Inventory that has been sold, leased or
otherwise disposed of by such Grantor), (ii) any written or oral agreement of any
finance company or other Person to provide financing for, or to pay all or any
portion of the purchase price of any Vehicle Inventory (including any Vehicle
Inventory that has been sold, leased or otherwise disposed of by such Grantor) or



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(iii) any amount to be received under such contracts or agreements
(collectively referred to hereinafter as “Contracts In Transit”);




     (vi) All other general intangibles, including all rights now or hereafter
accruing to such Grantor under contracts, leases, agreements or other instruments,
including all contracts or contract rights to perform or receive services, to
purchase or sell goods (including the Vehicle Inventory) or to hold or use land or
facilities, and to enforce all rights thereunder, all causes of action, corporate or
business records, inventions, patents and patent rights, rights in mask works,
designs, trade names and trademarks and all goodwill associated therewith, trade
secrets, trade processes, copyrights, licenses, permits, franchises, customer lists,
computer programs and software, all internet domain names and registration rights
thereto, all internet websites and the content thereof, all payment intangibles, all
claims under guaranties, tax refund claims, all rights and claims against carriers
and shippers, leases, all claims under insurance policies, all interests in general
and limited partnerships, limited liability companies, and other Persons not
constituting Investment Property (as defined below), all rights to indemnification
and all other intangible personal property and intellectual property of every kind
and nature, (together with the Contracts-In-Transit, collectively referred to
hereinafter as “General Intangibles”);




     (vii) All deposit accounts, including demand, time, savings, passbook, or other
similar accounts maintained with any bank by or for the benefit of such Grantor
(collectively referred to hereinafter as “Deposit Accounts”);




     (viii) All chattel paper, including tangible chattel paper, electronic chattel
paper, or any hybrid thereof (collectively referred to hereinafter as “Chattel
Paper”);




     (ix) All investment property, including all securities, security entitlements,
securities accounts, commodity contracts and commodity accounts of or maintained for
the benefit of such Grantor, but excluding (A) Pledged Interests subject to any
Pledge Agreement, (B) the Equity Interests of Sonic FFC 1, Inc., Sonic FFC 2, Inc.
or Sonic FFC 3, Inc., so long as such Person has no operations other than serving as
a special purpose entity for the repayment of Indebtedness identified on Schedule
7.03 of the Revolving Credit Agreement as of the Closing Date as “Falcon
Indebtedness” with proceeds of rental payments received by such Person in the amount
of such payments, and (C) the other property excluded by the last sentence of this
Section 2 (collectively referred to hereinafter as “Investment
Property”);




     (x) All instruments, including all promissory notes (collectively referred to
hereinafter as “Instruments”);




     (xi) All documents, including manufacturer statements of origin, certificates
or origin, and certificates of title or ownership relating to any Vehicle



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Inventory, warehouse receipts, bills of lading and other documents of title
(collectively referred to hereinafter as “Documents”);




     (xii) All rights to payment or performance under letters of credit including
rights to proceeds of letters of credit (“Letter-of-Credit Rights”), and all
guaranties, endorsements, Liens, other Guarantee obligations or supporting
obligations of any Person securing or supporting the payment, performance, value or
liquidation of any of the foregoing (collectively, with Letter-of-Credit Rights,
referred to hereinafter as “Supporting Obligations”);




     (xiii) The commercial tort claims identified on Schedule 9(i) hereto, as such
Schedule may be supplemented from time to time in accordance with the terms hereof
(collectively referred to hereinafter as “Commercial Tort Claims”);




     (xiv) All books and records relating to any of the forgoing (including customer
data, credit files, ledgers, computer programs, printouts, and other computer
materials and records (and all media on which such data, files, programs, materials
and records are or may be stored)); and




     (xv) All proceeds, products and replacements of, accessions to, and
substitutions for, any of the foregoing, including without limitation, proceeds of
insurance policies insuring any of the foregoing.



All of the Collateral granted as collateral security for the Revolving Secured Obligations is
herein collectively referred to as the “Revolving Collateral”. All of the Collateral
granted as collateral security for the Floorplan Secured Obligations is herein referred to as the
“Floorplan Collateral”. Notwithstanding the foregoing, the grant of a security interest
and collateral assignment under this Section 2 shall not extend to (A) any Franchise
Agreement, Framework Agreement or similar manufacturer agreement to the extent that any such
Franchise Agreement, Framework Agreement or similar manufacturer agreement is not assignable or
capable of being encumbered as a matter of law or by the terms applicable thereto (unless any such
restriction on assignment or encumbrance is ineffective under the UCC or other applicable law),
without the consent of the applicable party thereto or (B) the “Restricted Equity Interests” as
such term is defined in that certain Amended and Restated Escrow and Security Agreement dated as of
even date among the Revolving Administrative Agent, the Company and the other Revolving Grantors
from time to time party thereto to the extent that applicable law or terms of the applicable
Franchise Agreement, Framework Agreement or similar manufacturer agreement would prohibit the
pledge or encumbrance thereof (except, in the case of the Revolving Collateral, to the extent that
any such restriction on assignment or encumbrance would be ineffective under the UCC or other
applicable law), without the consent of the applicable party thereto.



     3. Perfection. As of the date of execution of this Security Agreement or a Revolving
Joinder Agreement or Floorplan Joinder Agreement by each Grantor, as applicable (with respect to
each Grantor, its “Applicable Date”), or prior thereto, such Grantor shall have:




     (a) furnished the Revolving Administrative Agent with duly authorized financing
statements in form, number and substance suitable for filing, sufficient under



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applicable law, and satisfactory to the Revolving Administrative Agent in order that upon
the filing of the same the Revolving Administrative Agent, for the benefit of the Secured
Parties, shall have a duly perfected security interest in all Collateral in which a security
interest can be perfected by the filing of financing statements;




     (b) to the extent the Revolving Administrative Agent may request, made commercially
reasonable efforts to obtain and deliver to the Revolving Administrative Agent with properly
executed Qualifying Control Agreements, issuer acknowledgments of the Revolving
Administrative Agent’s interest in Letter-of-Credit Rights, and, to the extent expressly
required by either Credit Agreement, evidence of the placement of a restrictive legend on
tangible chattel paper (and the tangible components of electronic Chattel Paper), and, to
the extent expressly required by either Credit Agreement, taken appropriate action
acceptable to the Revolving Administrative Agent sufficient to establish the Revolving
Administrative Agent’s control of electronic Chattel Paper (and the electronic components of
hybrid Chattel Paper), as appropriate, with respect to Collateral in which either (i) a
security interest can be perfected only by control or such restrictive legending, or (ii) a
security interest perfected by control or accompanied by such restrictive legending shall
have priority as against a lien creditor, a purchaser of such Collateral from the applicable
Grantor, or a security interest perfected by Persons not having control or not accompanied
by such restrictive legending, in each case in form and substance acceptable to the
Revolving Administrative Agent and sufficient under applicable law so that the Revolving
Administrative Agent, for the benefit of the Secured Parties, shall have a security interest
in all such Collateral perfected by control; and




     (c) to the extent the Revolving Administrative Agent may request, made commercially
reasonable efforts to deliver to the Revolving Administrative Agent or, if the Revolving
Administrative Agent shall specifically consent in each instance, an agent or bailee of the
Revolving Administrative Agent who has acknowledged such status in a properly executed
Qualifying Control Agreement possession of all Collateral with respect to which either a
security interest can be perfected only by possession or a security interest perfected by
possession shall have priority as against Persons not having possession, and including in
the case of Instruments, Documents, and Investment Property in the form of certificated
securities, duly executed endorsements or stock powers in blank, as the case may be, affixed
thereto in form and substance acceptable to the Revolving Administrative Agent and
sufficient under applicable law so that the Revolving Administrative Agent, for the benefit
of the Secured Parties, shall have a security interest in all such Collateral perfected by
possession;


with the effect that the Liens conferred in favor of the Revolving Administrative Agent shall be
and remain duly perfected and of first priority, subject only, to the extent applicable, to Liens
allowed to exist under Section 7.01 of both Credit Agreements (“Permitted Liens”)
and allowed to have priority under Section 7.01 of the applicable Credit Agreement or the
Master Intercreditor Agreement. All financing statements (including all amendments thereto and
continuations thereof), control agreements, certificates, acknowledgments, stock powers and other
documents, electronic identification, restrictive legends, and instruments furnished in connection
with the creation, enforcement, protection, perfection or priority of the Revolving Administrative
Agent’s security interest in Collateral, including such items as are described






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above in this Section 3, are sometimes referred to herein as “Perfection
Documents”. The delivery of possession of items of or evidencing Collateral, causing other
Persons to execute and deliver Perfection Documents as appropriate, the filing or recordation of
Perfection Documents, the establishment of control over items of Collateral, and the taking of such
other actions as may be necessary or advisable in the determination of the Revolving Administrative
Agent to create, enforce, protect, perfect, or establish or maintain the priority of, the security
interest of the Revolving Administrative Agent for the benefit of the Secured Parties in the
Collateral is sometimes referred to herein as “Perfection Action”.




     4. Maintenance of Security Interest; Further Assurances.




     (a) Each Grantor will from time to time at its own expense, deliver specific
assignments of Collateral or such other Perfection Documents, and take such other or
additional Perfection Action, as may be required by the terms of the Loan Documents or as
the Revolving Administrative Agent may reasonably request in connection with the
administration or enforcement of this Security Agreement or related to the Collateral or any
part thereof in order to carry out the terms of this Security Agreement, to perfect,
protect, maintain the priority of or enforce the Revolving Administrative Agent’s security
interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure
and confirm unto the Revolving Administrative Agent its rights, powers and remedies for the
benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor
hereby irrevocably authorizes the Revolving Administrative Agent to file (with, or to the
extent permitted by applicable law, without the signature of the Grantor appearing thereon)
financing statements (including amendments thereto and initial financing statements in lieu
of continuation statements) or other Perfection Documents (including copies thereof) showing
such Grantor as “debtor” at such time or times and in all filing offices as the Revolving
Administrative Agent may from time to time determine to be necessary or advisable to perfect
or protect the rights of the Revolving Administrative Agent and the Secured Parties
hereunder, or otherwise to give effect to the transactions herein contemplated, any of which
Perfection Documents may describe the Collateral as or including all assets of the Grantor.
Each Grantor hereby irrevocably ratifies and acknowledges the Revolving Administrative
Agent’s authority to have effected filings of Perfection Documents made by the Revolving
Administrative Agent prior to its Applicable Date.




     (b) With respect to any and all Collateral, each Grantor agrees to do and cause to be
done all things necessary to perfect, maintain the priority of and keep in full force the
security interest granted in favor of the Revolving Administrative Agent for the benefit of
the Secured Parties, including, but not limited to, the prompt payment upon demand therefor
by the Revolving Administrative Agent of all fees and expenses (including documentary stamp,
excise or intangibles taxes) incurred in connection with the preparation, delivery, or
filing of any Perfection Document or the taking of any Perfection Action to perfect, protect
or enforce a security interest in Collateral in favor of the Revolving Administrative Agent
for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so
paid when due shall constitute additional Secured Obligations and (in addition to other
rights and remedies resulting from such



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nonpayment) shall bear interest from the date of demand until paid in full at the
Default Rate.




     (c) Each Grantor agrees to maintain among its books and records appropriate notations
or evidence of, and to make or cause to be made appropriate disclosure upon its financial
statements of, the security interest granted hereunder to the Revolving Administrative Agent
for the benefit of the Secured Parties.




     (d) Each Grantor agrees that, in the event any proceeds (other than goods) of
Collateral shall be or become commingled with other property not constituting Collateral,
then such proceeds may, to the extent permitted by law, be identified by application of the
lowest intermediate balance rule to such commingled property.



     5. Receipt of Payment.




     (a) In the event a Revolving Event of Default shall occur and be continuing and a
Revolving Grantor (or any of its Affiliates, subsidiaries, stockholders, directors,
officers, employees or agents) shall receive any proceeds of Revolving Collateral, including
without limitation monies, checks, notes, drafts or any other items of payment, each
Revolving Grantor shall hold all such items of payment in trust for the Revolving
Administrative Agent for the benefit of the Revolving Secured Parties, and as the property
of the Revolving Administrative Agent for the benefit of the Revolving Secured Parties,
separate from the funds and other property of such Grantor, and no later than the first
Business Day following the receipt thereof, at the election of the Revolving Administrative
Agent, such Grantor shall cause such Revolving Collateral to be forwarded to the Revolving
Administrative Agent for its custody, possession and disposition on behalf of the Revolving
Secured Parties in accordance with the terms hereof and of the other Revolving Loan
Documents.




     (b) In the event a Floorplan Event of Default shall occur and be continuing and a
Floorplan Grantor (or any of its Affiliates, subsidiaries, stockholders, directors,
officers, employees or agents) shall receive any proceeds of Floorplan Collateral, including
without limitation monies, checks, notes, drafts or any other items of payment, each
Floorplan Grantor shall hold all such items of payment in trust for the Revolving
Administrative Agent for the benefit of the Floorplan Secured Parties, and as the property
of the Revolving Administrative Agent for the benefit of the Floorplan Secured Parties,
separate from the funds and other property of such Grantor, and no later than the first
Business Day following the receipt thereof, at the election of the Revolving Administrative
Agent, such Grantor shall cause such Floorplan Collateral to be forwarded to the Revolving
Administrative Agent for its custody, possession and disposition on behalf of the Floorplan
Secured Parties in accordance with the terms hereof and of the other Floorplan Loan
Documents.



     6. Preservation and Protection of Collateral.




     (a) The Revolving Administrative Agent shall be under no duty or liability with respect
to the collection, protection or preservation of the Collateral, or otherwise.



12









 







Each Grantor shall be responsible for the safekeeping of its Collateral, and in no
event shall the Revolving Administrative Agent have any responsibility for (i) any loss or
damage thereto or destruction thereof occurring or arising in any manner or fashion from any
cause, (ii) any diminution in the value thereof, or (iii) any act or default of any carrier,
warehouseman, bailee or forwarding agency thereof or other Person in any way dealing with or
handling such Collateral.




     (b) Each Grantor shall keep and maintain its tangible personal property Collateral in
good operating condition and repair, ordinary wear and tear excepted. No Grantor shall
permit any such items having an aggregate value in excess of $1,000,000 to become a fixture
to real property (unless such Grantor has granted the Revolving Administrative Agent for the
benefit of the Revolving Secured Parties a Lien on such real property having a priority
acceptable to the Revolving Administrative Agent or the Grantor has excluded such fixtures
from the Revolving Borrowing Base) or accessions to other personal property.




     (c) Each Grantor agrees (i) to pay prior to delinquency all taxes, charges and
assessments against the Collateral in which it has any interest, unless being contested in
good faith by appropriate proceedings diligently conducted and against which adequate
reserves have been established in accordance with GAAP applied on a basis consistent with
the application of GAAP in the Audited Financial Statements and evidenced to the
satisfaction of the Revolving Administrative Agent and provided that all enforcement
proceedings in the nature of levy or foreclosure are effectively stayed, and (ii) to cause
to be terminated and released all Liens (other than Permitted Liens) on the Collateral.
Upon the failure of any Grantor to so pay or contest such taxes, charges, or assessments, or
cause such Liens to be terminated, the Revolving Administrative Agent at its option may pay
or contest any of them or amounts relating thereto (the Revolving Administrative Agent
having the sole right to determine the legality or validity and the amount necessary to
discharge such taxes, charges, Liens or assessments) but shall not have any obligation to
make any such payment or contest. All sums so disbursed by the Revolving Administrative
Agent, including fees, charges and disbursements of counsel (“Attorney Costs”),
court costs, expenses and other charges related thereto, shall be payable on demand by the
applicable Grantor to the Revolving Administrative Agent and shall be additional Secured
Obligations secured by the Collateral, and any amounts not so paid on demand (in addition to
other rights and remedies resulting from such nonpayment) shall bear interest from the date
of demand until paid in full at the Default Rate.



     7. Status of Grantors and Collateral Generally. Each Grantor represents and warrants
to, and covenants with, the Revolving Administrative Agent for the benefit of the Secured Parties,
with respect to itself and the Collateral as to which it has or acquires any interest, that:




     (a) It is at its Applicable Date (or as to Collateral acquired after its Applicable
Date will be upon the acquisition of the same) and, except as permitted by both Credit
Agreements and subsection (b) of this Section 7, will continue to be, the owner of
the Collateral, free and clear of all Liens, other than the security interest hereunder in
favor of the Revolving Administrative Agent for the benefit of the Secured Parties and



13









 







Permitted Liens, and that it will at its own cost and expense defend such Collateral
and any products and proceeds thereof against all claims and demands of all Persons (other
than holders of Permitted Liens) to the extent of their claims permitted under both Credit
Agreements at any time claiming the same or any interest therein adverse to the Secured
Parties. Upon the failure of any Grantor to so defend, the Revolving Administrative Agent
may do so at its option but shall not have any obligation to do so. All sums so disbursed
by the Revolving Administrative Agent, including reasonable Attorney Costs, court costs,
expenses and other charges related thereto, shall be payable on demand by the applicable
Grantor to the Revolving Administrative Agent and shall be additional Secured Obligations
secured by the Collateral, and any amounts not so paid on demand (in addition to other
rights and remedies resulting from such nonpayment) shall bear interest from the date of
demand until paid in full at the Default Rate.




     (b) It shall not (i) sell, assign, transfer, lease, license or otherwise dispose of any
of, or grant any option with respect to, the Collateral, except for Dispositions permitted
under both Credit Agreements, (ii) create or suffer to exist any Lien upon or with respect
to any of the Collateral except for the security interests created by this Security
Agreement and Permitted Liens, or (iii) take any other action in connection with any of the
Collateral that would materially impair the value of the interest or rights of such Grantor
in the Collateral taken as a whole or that would materially impair the interest or rights of
the Revolving Administrative Agent for the benefit of the Secured Parties.




     (c) It has full power, legal right and lawful authority to enter into this Security
Agreement (and any Revolving Joinder Agreement or Floorplan Joinder Agreement applicable to
it) and to perform its terms, including the grant of the security interests in the
Collateral herein provided for.




     (d) No authorization, consent, approval or other action by, and no notice to or filing
with, any Governmental Authority or any other Person which has not been given or obtained,
as the case may be, is required either (i) for the grant by such Grantor of the security
interests granted hereby or for the execution, delivery or performance of this Security
Agreement (or any Revolving Joinder Agreement or Floorplan Joinder Agreement) by such
Grantor, or (ii) for the perfection of or the exercise by the Revolving Administrative
Agent, on behalf of the Secured Parties, of its rights and remedies hereunder, except for
action required by the Uniform Commercial Code to perfect and exercise remedies with respect
to the security interest conferred hereunder.




     (e) No effective financing statement or other Perfection Document similar in effect,
nor any other Perfection Action, covering all or any part of the Collateral purported to be
granted or taken by or on behalf of such Grantor (or by or on behalf of any other Person and
which remains effective as against all or any part of the Collateral) has been filed in any
recording office, delivered to another Person for filing (whether upon the occurrence of a
contingency or otherwise), or otherwise taken, as the case may be, except such as pertain to
Permitted Liens and such as may have been filed for the benefit of, delivered to, or taken
in favor of, the Revolving Administrative Agent for the



14









 







benefit of the Secured Parties in connection with the security interests conferred
hereunder.




     (f) Schedule 7(f) attached hereto contains true and complete information as to
each of the following: (i) the exact legal name of each Grantor as it appears in its
Organization Documents as of its Applicable Date and at any time during the five (5) year
period ending as of its Applicable Date (the “Covered Period”), (ii) the
jurisdiction of formation and form of organization of each Grantor, and the identification
number of such Grantor in its jurisdiction of formation (if any), (iii) each address of the
chief executive office of each Grantor as of its Applicable Date and at any time during the
Covered Period, (iv) all trade names or trade styles used by such Grantor as of its
Applicable Date and at any time during the Covered Period, (v) the address of each location
of such Grantor at which any tangible personal property Collateral (including Account
Records and Account Documents) is located at its Applicable Date or has been located at any
time during the Covered Period, (vi) with respect to each location described in clause (v)
that is not owned beneficially and of record by such Grantor, the name and address of the
owner thereof; and (vii) the name of each Person other than such Grantor and the address of
such Person at which any tangible personal property Collateral of such Grantor is held under
any warehouse, consignment, bailment or other arrangement as of its Applicable Date. No
Grantor shall change its name, change its jurisdiction of formation (whether by
reincorporation, merger or otherwise), change the location of its chief executive office, or
utilize any additional location where tangible personal property Collateral (including
Account Records and Account Documents) may be located, except in each case upon giving not
less than thirty (30) days’ prior written notice to the Revolving Administrative Agent and
taking or causing to be taken at such Grantor’s expense all such Perfection Action,
including the delivery of such Perfection Documents, as may be reasonably requested by the
Revolving Administrative Agent to perfect or protect, or maintain the perfection and
priority of, the Lien of the Revolving Administrative Agent for the benefit of the Secured
Parties in Collateral contemplated hereunder.




     (g) No Grantor shall engage in any consignment transaction in respect of any of the
Collateral, whether as consignee or consignor.




     (h) No Grantor shall cause, suffer or permit any of the tangible personal property
Collateral (i) to be evidenced by any document of title (except for shipping documents as
necessary or customary to effect the receipt of such Collateral or the delivery of such
Collateral to such Grantor or to customers, in each case in the ordinary course of business,
and motor vehicle certificates of title) or (ii) to be in the possession, custody or control
of any warehouseman or other bailee (except pursuant to Section 6.13 of both Credit
Agreements) unless (x) such location and Person are set forth on Schedule 7(f) or
the Revolving Administrative Agent shall have received not less than thirty (30) days’ prior
written notice of each such transaction, (y) the Revolving Administrative Agent shall have
received, upon its request, a duly executed Qualifying Control Agreement from such
warehouseman or bailee, and (z) the Grantor shall have caused at its expense to be prepared
and executed such additional Perfection Documents and to be taken such other Perfection
Action as the Revolving Administrative Agent may deem



15









 







necessary or advisable to carry out the transactions contemplated by this Security
Agreement.




     (i) No tangible personal property Collateral is or shall be located at any location
that is leased by such Grantor from any other Person, unless (x) such location and lessor is
set forth on Schedule 6.13 of both Credit Agreements (as such Schedule may be
revised from time to time in accordance with the applicable Credit Agreement), (y) at the
request of the Revolving Administrative Agent, such Grantor uses commercially reasonable
efforts (and provides evidence of such efforts) to cause such lessor within 90 days of the
Applicable Date to acknowledge the Lien in favor of the Revolving Administrative Agent for
the benefit of the Secured Parties conferred hereunder and waives its statutory and
consensual liens and rights with respect to such Collateral in form and substance acceptable
to the Revolving Administrative Agent and delivered in writing to the Revolving
Administrative Agent prior to any Collateral being located at any such location, and (z) the
Grantor shall have caused at its expense to be prepared and executed such additional
Perfection Documents and to be taken such other Perfection Action as the Revolving
Administrative Agent may deem necessary or advisable to carry out the transactions
contemplated by this Security Agreement.



     8. Inspection. The Revolving Administrative Agent (by any of its officers, employees
and agents), on behalf of the Secured Parties, shall have the right upon prior notice to an
executive officer of any Grantor, and at any reasonable times during such Grantor’s usual business
hours, to inspect the Collateral (including inspecting Vehicles and conducting random samples of
the Net Book Value of the Used Vehicles), all records related thereto (and to make extracts or
copies from such records), and the premises upon which any of the Collateral is located, to discuss
such Grantor’s affairs and finances with any Person (other than Persons obligated on any Accounts
(“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and to
verify with any Person other than (except as expressly otherwise permitted in the Loan Documents)
Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating
to, the Collateral and, if an Event of Default has occurred and is continuing, to discuss such
Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount,
quality, value and condition of, or any other matter relating to, the Collateral with such Account
Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the
Revolving Administrative Agent may at any time and from time to time employ and maintain on such
Grantor’s premises a custodian selected by the Revolving Administrative Agent who shall have full
authority to do all acts necessary to protect the Revolving Administrative Agent’s (for the benefit
of the Secured Parties) interest. All expenses incurred by the Revolving Administrative Agent, on
behalf of the Secured Parties, by reason of the employment of such custodian shall be paid by such
Grantor on demand from time to time and shall be added to the Secured Obligations secured by the
Collateral, and any amounts not so paid on demand (in addition to other rights and remedies
resulting from such nonpayment) shall bear interest from the date of demand until paid in full at
the Default Rate.



     9. Specific Collateral.




     (a) Accounts. With respect to its Accounts whether now existing or hereafter created
or acquired and wheresoever located, each Grantor represents, warrants and



16









 







covenants to the Revolving Administrative Agent for the benefit of the Secured Parties that:




     (i) Such Grantor shall keep accurate and complete records of its Accounts
(“Account Records”) and from time to time, at the Revolving Administrative
Agent’s request, the Company shall provide the Revolving Administrative Agent with a
schedule of Accounts in excess of $1,000,000 in form and substance acceptable to the
Revolving Administrative Agent describing all Accounts created or acquired by all
Grantors (“Schedule of Accounts”); provided, however, that
the Company’s failure to execute and deliver any such Schedule of Accounts shall not
affect or limit the Revolving Administrative Agent’s security interest or other
rights in and to any Accounts for the benefit of the Secured Parties. If requested
by the Revolving Administrative Agent, each Grantor shall furnish the Revolving
Administrative Agent with copies of proof of delivery and other documents relating
to the Accounts so scheduled, including without limitation repayment histories and
present status reports (collectively, “Account Documents”) and such other
matter and information relating to the status of then existing Accounts as the
Revolving Administrative Agent shall request.




     (ii) All Account Records and Account Documents are and shall at all times be
located only at such Grantor’s current chief executive office as set forth on
Schedule 7(f) attached hereto, such other locations as are specifically
identified on Schedule 7(f) attached hereto as an “Account Documents
location,” or as to which the Grantor has complied with Section 7(f)
hereof.




     (iii) The Accounts are genuine, are in all respects what they purport to be,
are not evidenced by an instrument or document or, if evidenced by an instrument or
document, are only evidenced by one original instrument or document.




     (iv) The Accounts cover bona fide sales and deliveries of Inventory or sales,
leases, licenses or other dispositions of property usually dealt in by such Grantor,
or the rendition by such Grantor of services, to an Account Debtor in the ordinary
course of business.




     (v) The amounts of the face value of any Account shown or reflected on any
Schedule of Accounts, invoice statement, or certificate delivered to the Revolving
Administrative Agent, are actually owing to the applicable Grantor and are not
contingent for any reason; and there are no setoffs, discounts, allowances, claims,
counterclaims or disputes of any kind or description in an amount greater than
$1,000,000 in the aggregate for all the Grantors, or greater than $250,000 per
Account, existing or asserted with respect thereto and such Grantor has not made any
agreement with any Account Debtor thereunder for any deduction therefrom, except as
may be stated in the Schedule of Accounts and reflected in the calculation of the
face value of each respective invoice related thereto.



17









 






     (vi) Except for conditions generally applicable to such Grantor’s industry and
markets, there are no facts, events, or occurrences known to such Grantor pertaining
particularly to any Accounts which are reasonably expected to materially impair in
any way the validity, collectibility or enforcement of Accounts that would
reasonably be likely, in the aggregate, to be of material economic value, or in the
aggregate materially reduce the amount payable thereunder from the amount of the
invoice face value shown on any Schedule of Accounts, or on any certificate,
contract, invoice or statement delivered to the Revolving Administrative Agent with
respect thereto.




     (vii) The property or services giving rise thereto are not, and were not at the
time of the sale or performance thereof, subject to any Lien, claim, encumbrance or
security interest, except those of the Revolving Administrative Agent for the
benefit of Secured Parties and Permitted Liens.




     (viii) In the event any amounts due and owing in excess of $1,000,000 in the
aggregate, are in dispute between any Account Debtor and a Grantor (which shall
include without limitation any dispute in which an offset claim or counterclaim may
result), such Grantor shall provide the Revolving Administrative Agent with written
notice thereof as soon as practicable, explaining in detail the reason for the
dispute, all claims related thereto and the amount in controversy.




     (b) Inventory. With respect to its Inventory whether now existing or hereafter
created or acquired and wheresoever located, each Grantor represents, warrants and covenants
to the Revolving Administrative Agent for the benefit of the Secured Parties that:




     (i) Such Grantor shall (A) keep accurate and complete records itemizing and
describing (1) with respect to its Vehicle Inventory, each new and used vehicle,
including the year, make, model, cost, price, location and Vehicle Identification
Number, (2) with respect to all Inventory, the kind, type, location and quantity of
such Inventory, its cost therefor and the selling price of Inventory held for sale,
and the daily withdrawals therefrom and additions thereto, and (B) furnish to the
Revolving Administrative Agent from time to time, at the Revolving Administrative
Agent’s request, a current schedule of Inventory (including Vehicle Inventory) based
upon its most recent physical inventory and its daily inventory records. Each
Grantor shall conduct a physical inventory no less frequently than annually, and
shall furnish to the Revolving Administrative Agent such other documents and reports
thereof as the Revolving Administrative Agent shall reasonably request with respect
to the Inventory.




     (ii) All Inventory (other than Vehicle Inventory) is and shall at all times be
located only at such Grantor’s locations as set forth on Schedule 7(f)
attached hereto, or at such other locations as to which such Grantor has complied
with Section 7(f) hereof. No Grantor shall, other than in the ordinary
course of



18









 







business in connection with its sale, lease, license or other permitted Disposition,
remove any Inventory from such locations.




     (iii) All Vehicle Inventory is and shall (except as set forth in Section
6.13 of both Credit Agreements) at all times be located only at such Grantor’s
locations as set forth on Schedule 6.13 of both Credit Agreements (as such
Schedule may be revised from time to time in accordance with the terms of the
applicable Credit Agreement). No Grantor shall, other than in the ordinary course
of business in connection with its sale, lease, license or other permitted
Disposition, or as set forth in Section 6.13 of both Credit Agreements,
remove any Vehicle Inventory from such locations.




     (iv) If any Account Debtor returns any Inventory to a Grantor after shipment
thereof, and such return generates a credit in excess of $1,000,000 in the aggregate
on any Accounts of such Account Debtor, such Grantor shall notify the Revolving
Administrative Agent in writing of the same as soon as practicable.




     (c) Equipment. With respect to its Equipment whether now existing or hereafter created
or acquired and wheresoever located, each Grantor represents, warrants and covenants to the
Revolving Administrative Agent for the benefit of the Secured Parties that:




     (i) Such Grantor, as soon as practicable following a request therefor by the
Revolving Administrative Agent during the continuance of an Event of Default, shall
deliver to the Revolving Administrative Agent any and all evidence of ownership of
any of the Equipment (including without limitation certificates of title and
applications for title).




     (ii) Such Grantor shall maintain accurate, itemized records describing the
kind, type, quality, quantity and value of its Equipment and shall furnish the
Revolving Administrative Agent upon request during the continuance of an Event of
Default with a current schedule containing the foregoing information, but, other
than during the continuance of an Event of Default, not more often than once per
fiscal quarter.




     (iii) All Equipment is and shall at all times be located only at such Grantor’s
locations as set forth on Schedule 7(f) attached hereto or at such other
locations as to which such Grantor has complied with Section 7(f) hereof.
No Grantor shall, other than as expressly permitted under the Credit Agreements,
sell, lease, transfer, dispose of or, other than for repairs in the ordinary course
of such Grantor’s business, remove any Equipment from such locations.




     (d) Supporting Obligations. With respect to its Supporting Obligations whether
now existing or hereafter created or acquired and wheresoever located, each Grantor
represents, warrants and covenants to the Revolving Administrative Agent for the benefit of
the Secured Parties that:



19









 






     (i) Such Grantor shall (i) furnish to the Revolving Administrative Agent from
time to time at the Revolving Administrative Agent’s request, a current list
identifying in reasonable detail each Supporting Obligation relating to any
Collateral from a single obligor in excess of $1,000,000, and (ii) upon the request
of the Revolving Administrative Agent from time to time following the occurrence and
during the continuance of any Default or Event of Default, deliver to the Revolving
Administrative Agent the originals of all documents evidencing or constituting
Supporting Obligations, together with such other documentation (executed as
appropriate by the Grantor) and information as may be necessary to enable the
Revolving Administrative Agent to realize upon the Supporting Obligations in
accordance with their respective terms or transfer the Supporting Obligations as may
be permitted under the Loan Documents or by applicable law.




     (ii) With respect to each letter of credit giving rise to Letter-of-Credit
Rights that has an aggregate stated amount available to be drawn in excess of
$500,000, such Grantor shall, at the request of the Revolving Administrative Agent
cause the issuer thereof to execute and deliver to the Revolving Administrative
Agent a Qualifying Control Agreement.




     (iii) With respect to each transferable letter of credit giving rise to
Letter-of-Credit Rights that has an aggregate stated amount available to be drawn in
excess of $500,000, such Grantor shall, at the Revolving Administrative Agent’s
request upon and during the continuance of any Default or Event of Default, deliver
to the Revolving Administrative Agent a duly executed, undated transfer form in
blank sufficient in form and substance under the terms of the related letter of
credit to effect, upon completion and delivery to the letter of credit issuer
together with any required fee, the transfer of such letter of credit to the
transferee identified in such form. Each Grantor hereby expressly authorizes the
Revolving Administrative Agent following the occurrence and during the continuance
of any Event of Default to complete and tender each such transfer form as transferor
in its own name or in the name, place and stead of the Grantor in order to effect
any such transfer, either to the Revolving Administrative Agent or to another
transferee, as the case may be, in connection with any sale or other disposition of
Collateral or for any other purpose permitted under the Loan Documents or by
applicable law.




     (e) Investment Property. With respect to its Investment Property whether now
existing or hereafter created or acquired and wheresoever located, each Grantor represents,
warrants and covenants to the Revolving Administrative Agent for the benefit of the Secured
Parties that:




     (i) Schedule 9(e) attached hereto contains a true and complete
description of (x) the name and address of each securities intermediary with which
such Grantor maintains a securities account in which Investment Property is or may
at any time be credited or maintained, and (y) all other Investment Property of such
Grantor other than interests in Subsidiaries in which such Grantor has granted a
Lien to the Revolving Administrative Agent for the benefit



20









 







of the Secured Parties pursuant to a Pledge Agreement; provided that, the Equity
Interests in Unrestricted Subsidiaries are not required to be discussed on
Schedule 9(e).




     (ii) Except with the express prior written consent of the Revolving
Administrative Agent in each instance, all Investment Property other than interests
in Subsidiaries in which such Grantor has granted a Lien to the Revolving
Administrative Agent for the benefit of the Revolving Secured Parties pursuant to a
Pledge Agreement shall be maintained at all times in the form of (a) certificated
securities, which certificates shall have been delivered to the Revolving
Administrative Agent together with duly executed undated stock powers endorsed in
blank pertaining thereto (provided that, with respect to Unrestricted Subsidiaries,
such certificates and stock powers shall not be required to be so delivered unless
requested by the Revolving Administrative Agent from time to time in its sole
discretion) or (b) security entitlements credited to one or more securities accounts
as to each of which the Revolving Administrative Agent has received (1) copies of
the account agreement between the applicable securities intermediary and the Grantor
and the most recent statement of account pertaining to such securities account (each
certified to be true and correct by an officer of the Grantor) and (2) upon the
request of the Revolving Administrative Agent, a Qualifying Control Agreement from
the applicable securities intermediary which remains in full force and effect and as
to which the Revolving Administrative Agent has not received any notice of
termination. Without limiting the generality of the foregoing, no Grantor shall
cause, suffer or permit any Investment Property to be credited to or maintained in
any securities account not listed on Schedule 9(e) attached hereto except in
each case upon giving not less than thirty (30) days’ prior written notice to the
Revolving Administrative Agent and taking or causing to be taken at such Grantor’s
expense all such Perfection Action, including the delivery of such Perfection
Documents, as may be reasonably requested by the Revolving Administrative Agent to
perfect or protect, or maintain the perfection and priority of, the Lien of the
Revolving Administrative Agent for the benefit of the Secured Parties in Collateral
contemplated hereunder.




     (iii) All dividends and other distributions with respect to any of the
Investment Property shall be subject to the security interest conferred hereunder,
provided, however, that cash dividends paid to a Grantor as record
owner of the Investment Property may be disbursed to and retained by such Grantor so
long as no Default or Event of Default shall have occurred and be continuing, free
from any Lien hereunder.




     (iv) So long as no Default or Event of Default shall have occurred and be
continuing, the registration of Investment Property in the name of a Grantor as
record and beneficial owner shall not be changed and such Grantor shall be entitled
to exercise all voting and other rights and powers pertaining to Investment Property
for all purposes not inconsistent with the terms hereof or of any Qualifying Control
Agreement relating thereto.



21









 






     (v) Upon the occurrence and during the continuance of any Default or Event of
Default, at the option of the Revolving Administrative Agent, all rights of the
Grantors to exercise the voting or consensual rights and powers which it is
authorized to exercise pursuant to clause (iv) immediately above shall cease and the
Revolving Administrative Agent may thereupon (but shall not be obligated to), at its
request, cause such Collateral to be registered in the name of the Revolving
Administrative Agent or its nominee or agent for the benefit of the Secured Parties
and/or exercise such voting or consensual rights and powers as appertain to
ownership of such Collateral, and to that end each Grantor hereby appoints the
Revolving Administrative Agent as its proxy, with full power of substitution, to
vote and exercise all other rights as a shareholder with respect to such Investment
Property upon the occurrence and during the continuance of any Default or Event of
Default, which proxy is coupled with an interest and is irrevocable until the
Facilities Termination Date, and each Grantor hereby agrees to provide such further
proxies as the Revolving Administrative Agent may request; provided, however, that
the Revolving Administrative Agent in its discretion may from time to time refrain
from exercising, and shall not be obligated to exercise, any such voting or
consensual rights or such proxy.




     (vi) Upon the occurrence and during the continuance of any Default or Event of
Default, all rights of the Grantors to receive and retain cash dividends and other
distributions upon or in respect to Investment Property pursuant to clause (iii)
above shall cease and shall thereupon be vested in the Revolving Administrative
Agent for the benefit of the Secured Parties, and each Grantor shall, or shall
cause, all such cash dividends and other distributions with respect to the
Investment Property to be promptly delivered to the Revolving Administrative Agent
(together, if the Revolving Administrative Agent shall request, with any documents
related thereto) to be held, released or disposed of by it hereunder or, at the
option of the Revolving Administrative Agent, to be applied to the Secured
Obligations.




     (f) Deposit Accounts. With respect to its Deposit Accounts whether now
existing or hereafter created or acquired and wheresoever located, each Grantor represents,
warrants and covenants to the Revolving Administrative Agent for the benefit of the Secured
Parties that, in the discretion and upon the request of the Revolving Administrative Agent,
all Deposit Accounts in which collected balances or deposits in excess of $500,000 are or
are reasonably expected by the Company at any time to be credited or maintained shall be
maintained at all times with depositary institutions as to which the Revolving
Administrative Agent for the benefit of the Revolving Secured Parties shall have received a
Qualifying Control Agreement. Without limiting the generality of the foregoing, no Grantor
shall cause, suffer or permit (x) any deposit in excess of $500,000 to be evidenced by a
certificate of deposit unless such certificate of deposit is a negotiable instrument and
immediately upon receipt thereof such certificate shall have been delivered to the Revolving
Administrative Agent, together with a duly executed undated assignment in blank affixed
thereto, or (y) any Deposit Account opened after the Closing Date in which collected
balances or deposits in excess of $500,000 are or are reasonably expected by the Company at
any time to be credited or maintained to be



22









 







opened or maintained, except in the case of each of clauses (x) and (y), (A)
upon giving not less than thirty (30) days’ prior written notice to the Revolving
Administrative Agent and (B) taking or causing to be taken at such Grantor’s expense all
such Perfection Action, including the delivery of such Perfection Documents, as may be
reasonably requested by the Revolving Administrative Agent for the benefit of the Revolving
Secured Parties to perfect or protect, or maintain the perfection and priority of, the Lien
of the Revolving Administrative Agent for the benefit of the Revolving Secured Parties in
Collateral contemplated hereunder.




     (g) Chattel Paper. With respect to its Chattel Paper whether now existing or
hereafter created or acquired and wheresoever located, each Grantor represents, warrants and
covenants to the Revolving Administrative Agent for the benefit of the Secured Parties that
to the extent so expressly required by the Credit Agreements:




     (i) Such Grantor shall at all times retain sole physical possession of the
originals of all Chattel Paper (other than electronic Chattel Paper and the
electronic components of hybrid Chattel Paper); provided, however,
that (x) upon the request of the Revolving Administrative Agent upon the occurrence
and during the continuance of any Default or Event of Default, such Grantor shall
immediately deliver physical possession of such Chattel Paper to the Revolving
Administrative Agent or its designee, and (y) in the event that there shall be
created more than one original counterpart of any physical document that alone or in
conjunction with any other physical or electronic document constitutes Chattel
Paper, then such counterparts shall be numbered consecutively starting with “1” and
such Grantor shall retain the counterpart numbered “1”.




     (ii) At the request of the Revolving Administrative Agent or upon the
occurrence and during the continuance of an Event of Default, such Grantor shall
promptly and conspicuously legend all counterparts of all tangible Chattel Paper as
follows: “A SECURITY INTEREST IN THIS CHATTEL PAPER HAS BEEN GRANTED TO BANK OF
AMERICA, N.A., FOR ITSELF AND AS REVOLVING ADMINISTRATIVE AGENT FOR CERTAIN SECURED
PARTIES PURSUANT TO AN AMENDED AND RESTATED SECURITY AGREEMENT DATED AS OF JANUARY
15, 2010, AS AMENDED FROM TIME TO TIME. NO SECURITY INTEREST OR OTHER INTEREST IN
FAVOR OF ANY OTHER PERSON MAY BE CREATED BY THE TRANSFER OF PHYSICAL POSSESSION OF
THIS CHATTEL PAPER OR OF ANY COUNTERPART HEREOF EXCEPT BY OR WITH THE CONSENT OF THE
AFORESAID REVOLVING ADMINISTRATIVE AGENT AS PROVIDED IN SUCH SECURITY AGREEMENT.”
Upon the occurrence or during the continuance of an Event of Default, such Grantor
shall not create or acquire any electronic Chattel Paper (including the electronic
components of hybrid Chattel Paper), unless, prior to such acquisition or creation,
it shall have taken such Perfection Action as the Revolving Administrative Agent may
require to perfect by control the security interest of the Revolving Administrative
Agent for the benefit of the Secured Parties in such Collateral.



23









 






     (iii) Other than in the ordinary course of business and in keeping with
reasonable and customary practice, no Grantor shall amend, modify, waive or
terminate any provision of, or fail to exercise promptly and diligently each
material right or remedy conferred under or in connection with, any Chattel Paper,
in any case in such a manner as could reasonably be expected to materially adversely
affect the value of affected Chattel Paper as collateral.




     (h) Instruments. With respect to its Instruments whether now existing or
hereafter created or acquired and wheresoever located, each Grantor represents, warrants and
covenants to the Revolving Administrative Agent for the benefit of the Secured Parties that:




     (i) Such Grantor shall (A) maintain at all times, and, upon request of the
Revolving Administrative Agent, furnish to the Revolving Administrative Agent a
current list identifying in reasonable detail Instruments of which such Grantor is
the payee or holder and having a face amount payable in excess of $1,000,000 in the
aggregate from any single Person, and (B) upon the request of the Revolving
Administrative Agent from time to time, deliver to the Revolving Administrative
Agent the originals of all such Instruments, together with duly executed undated
endorsements in blank affixed thereto and such other documentation and information
as may be necessary to enable the Revolving Administrative Agent to realize upon the
Instruments in accordance with their respective terms or transfer the Instruments as
may be permitted under the Loan Documents or by applicable law.




     (ii) Other than in the ordinary course of business and in keeping with
reasonable and customary practice, no Grantor shall amend, modify, waive or
terminate any provision of, or fail to exercise promptly and diligently each
material right or remedy conferred under or in connection with, any Instrument, in
any case in such a manner as could reasonably be expected to materially adversely
affect the value of affected Instrument as collateral.




     (i) Commercial Tort Claims. With respect to its Commercial Tort Claims whether
now existing or hereafter created or acquired and wheresoever located, each Grantor
represents, warrants and covenants to the Revolving Administrative Agent for the benefit of
the Secured Parties that:




     (i) Schedule 9(i) attached hereto contains a true and complete list of
all Commercial Tort Claims in which any Grantor has an interest and which have been
identified by a Grantor as of its Applicable Date, and as to which the Grantor
believes in good faith there exists the possibility of recovery (including by way of
settlement) of monetary relief in excess of $1,000,000 (“Grantor Claims”).
Each Grantor shall furnish to the Revolving Administrative Agent from time to time
upon its request a certificate of an officer of such Grantor referring to this
Section 9(i) and (x) identifying all Grantor Claims that are not then
described on Schedule 9(i) attached hereto and stating that each of such
additional Grantor Claims shall be deemed added to such Schedule 9(i) and
shall constitute a Commercial Tort



24









 







Claim, a Grantor Claim, and additional Collateral hereunder, and (y) summarizing the
status or disposition of any Grantor Claims that have been settled, or have been
made the subject of any binding mediation, judicial or arbitral proceeding, or any
judicial or arbitral order on the merits, or that have been abandoned. With respect
to each such additional Grantor Claim, such Grantor Claim shall be and become part
of the Collateral hereunder from the date such claim is identified to the Revolving
Administrative Agent as provided above without further action, and (ii) the
Revolving Administrative Agent is hereby authorized at the expense of the applicable
Grantor to execute and file such additional financing statements or amendments to
previously filed financing statements, and take such other action as it may deem
necessary or advisable, to perfect the Lien on such additional Grantor Claims
conferred hereunder, and the Grantor shall, if required by applicable law or
otherwise at the request of the Revolving Administrative Agent, execute and deliver
such Perfection Documents and take such other Perfection Action as the Revolving
Administrative Agent may determine to be necessary or advisable to perfect or
protect the Lien of the Revolving Administrative Agent for the benefit of the
Secured Parties in such additional Grantor Claims conferred hereunder.



     10. Casualty and Liability Insurance Required.




     (a) Each Grantor will keep the Collateral continuously insured against such risks as
are customarily insured against by businesses of like size and type engaged in the same or
similar operations including:




     (i) property insurance on the Inventory and the Equipment in an amount not less
than the full insurable value thereof, against loss or damage by theft, fire,
lightning, hail, wind, flooding and other hazards ordinarily included under uniform
broad form standard extended coverage policies, limited only as may be provided in
the standard broad form of extended coverage endorsement at the time in use in the
states in which the Collateral is located, in each case as are customarily
maintained by Persons engaged in the same or similar business, owning similar
properties in locations where such Grantor operates and otherwise similarly situated
to such Grantor;




     (ii) false pretense insurance in amounts as are customary for Persons engaged
in the same or similar business, owning similar properties in locations where such
Grantor operates and otherwise similarly situated to such Grantor;




     (iii) garage liability and comprehensive general liability insurance against
claims for bodily injury, death or property damage occurring with or about such
Collateral (such coverage to include provisions waiving subrogation against the
Secured Parties), with the Revolving Administrative Agent and the Lenders as
additional insureds thereunder, in amounts as are customary for Persons engaged in
the same or similar business, owning similar properties in locations where such
Grantor operates and otherwise similarly situated to such Grantor;



25









 






     (iv) liability insurance with respect to the operation of its facilities under
the workers’ compensation laws of the states in which such Collateral is located as
are customarily maintained by Persons engaged in the same or similar business,
owning similar properties in locations where such Grantor operates and otherwise
similarly situated to such Grantor, but in no event less than the amount required by
the states where such Collateral is located; and




     (v) business interruption insurance in amounts as are customarily maintained by
Persons engaged in the same or similar business, owning similar properties in
locations where such Grantor operates and otherwise similarly situated to such
Grantor.




     (b) Each insurance policy obtained in satisfaction of the requirements of Section
10(a):




     (i) may be provided by blanket policies now or hereafter maintained by each or
any Grantor or by the Company;




     (ii) shall be issued by such insurer (or insurers) as shall be financially
responsible, of recognized standing and reasonably acceptable to the Revolving
Administrative Agent;




     (iii) shall be in such form and have such provisions (including without
limitation the loss payable clause, the waiver of subrogation clause, the deductible
amount, if any, and the standard mortgagee endorsement clause) as are generally
considered standard provisions for the type of insurance involved and are reasonably
acceptable in all respects to the Revolving Administrative Agent;




     (iv) shall prohibit cancellation or substantial modification, termination or
lapse in coverage by the insurer without at least thirty (30) days’ prior written
notice to the Revolving Administrative Agent, except for non-payment of premium, as
to which such policies shall provide for at least ten (10) days’ prior written
notice to the Revolving Administrative Agent;




     (v) without limiting the generality of the foregoing, all insurance policies
where applicable under Section 10(a)(i) carried on the Collateral shall name
the Revolving Administrative Agent, for the benefit of the Secured Parties, as loss
payee and the Revolving Administrative Agent and Lenders as parties insured
thereunder in respect of any claim for payment.




     (c) Prior to expiration of any such policy, such Grantor shall furnish the Revolving
Administrative Agent with evidence satisfactory to the Revolving Administrative Agent that
the policy or certificate has been renewed or replaced or is no longer required by this
Security Agreement.




     (d) Each Grantor hereby makes, constitutes and appoints the Revolving Administrative
Agent (and all officers, employees or agents designated by the Revolving



26









 







Administrative Agent), for the benefit of the Secured Parties, as such Grantor’s true and
lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims
under such policies of insurance, endorsing the name of such Grantor on any check, draft,
instrument or other item or payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect to such policies of insurance, which
appointment is coupled with an interest and is irrevocable; provided, however, that the
powers pursuant to such appointment shall be exercisable only upon the occurrence and during
the continuation of an Event of Default.




     (e) In the event such Grantor shall fail to maintain, or fail to cause to be
maintained, the full insurance coverage required hereunder or shall fail to keep any of its
Collateral in good repair and good operating condition, the Revolving Administrative Agent
may (but shall be under no obligation to), without waiving or releasing any Secured
Obligation or Default or Event of Default by such Grantor hereunder, contract for the
required policies of insurance and pay the premiums on the same or make any required
repairs, renewals and replacements; and all sums so disbursed by Revolving Administrative
Agent, including reasonable Attorneys’ Costs, court costs, expenses and other charges
related thereto, shall be payable on demand by such Grantor to the Revolving Administrative
Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition
to other rights and remedies resulting from such nonpayment) shall bear interest from the
date of demand until paid in full at the Default Rate.




     (f) Each Grantor agrees that to the extent that it shall fail to maintain, or fail to
cause to be maintained, the full insurance coverage required by Section 10(a), it
shall in the event of any loss or casualty pay promptly to the Revolving Administrative
Agent, for the benefit of the Secured Parties, to be held in a separate account for
application in accordance with the provisions of Sections 10(h), such amount as
would have been received as Net Proceeds (as hereinafter defined) by the Revolving
Administrative Agent, for the benefit of the Secured Parties, under the provisions of
Section 10(h) had such insurance been carried to the extent required.




     (g) The Net Proceeds of the insurance carried pursuant to the provisions of
Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward
satisfaction of the claim or liability with respect to which such insurance proceeds may be
paid.




     (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant
to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held
by such Grantor in a separate account and applied, as long as no Event of Default shall have
occurred and be continuing, as follows: after any loss under any such insurance and payment
of the proceeds of such insurance, each Grantor shall have a period of thirty (30) days
after payment of the insurance proceeds with respect to such loss to elect to either (x)
repair or replace, or such repair or replacement cannot reasonably be completed in such
thirty (30) day period, commence the repair or replacement and diligently prosecute the same
to completion, the Collateral so damaged, (y) deliver such Net Proceeds to the Revolving
Administrative Agent, for the benefit of the Secured Parties, as additional Collateral or
(z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral
used or useful in the conduct of the



27









 







business of such Grantor, subject to the provisions of this Security Agreement. If
such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the
Collateral shall be repaired to a condition substantially similar to or of better quality or
higher value than its condition prior to damage or replaced with Collateral in a condition
substantially similar to or of better quality or higher value than the condition of the
Collateral so replaced prior to damage. At all times during which an Event of Default shall
have occurred and be continuing, the Revolving Administrative Agent shall be entitled to
receive direct and immediate payment of the proceeds of such insurance and such Grantor
shall take all action as the Revolving Administrative Agent may reasonably request to
accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall
receive any such proceeds, such Grantor shall immediately deliver such proceeds to such
Revolving Administrative Agent for the benefit of the Secured Parties as additional
Collateral, and pending such delivery shall hold such proceeds in trust for the benefit of
the Secured Parties and keep the same segregated from its other funds.




     (i) “Net Proceeds” when used with respect to any insurance proceeds shall mean
the gross proceeds from such proceeds, award or other amount, less all taxes, fees and
expenses (including Attorney Costs) incurred in the realization thereof.




     (j) In case of any material damage to, destruction or loss of, or claim or proceeding
against, all or any material part of the Collateral pledged hereunder by a Grantor, such
Grantor shall give prompt notice thereof to the Revolving Administrative Agent. Each such
notice shall describe generally the nature and extent of such damage, destruction, loss,
claim or proceeding. Subject to Section 10(d), each Grantor is hereby authorized
and empowered to adjust or compromise any loss under any such insurance other than losses
relating to claims made directly against any Secured Party as to which the insurance
described in Section 10(a)(ii) or (iii) is applicable.




     (k) The provisions contained in this Security Agreement pertaining to insurance shall
be cumulative with any additional provisions imposing additional insurance requirements with
respect to the Collateral or any other property on which a Lien is conferred under any
Security Instrument.



     11. Rights and Remedies Upon Event of Default. Upon the occurrence and during the
continuance of a Revolving Event of Default or a Floorplan Event of Default, as the case may be,
the Revolving Administrative Agent shall have the following rights and remedies on behalf of the
Revolving Secured Parties or the Floorplan Secured Parties, as applicable, in addition to any
rights and remedies set forth elsewhere in this Security Agreement or the other Loan Documents, all
of which may be exercised with or, if allowed by law, without notice to a Grantor:




     (a) All of the rights and remedies of a secured party under the UCC or under other
applicable law, all of which rights and remedies shall be cumulative, and none of which
shall be exclusive, to the extent permitted by law, in addition to any other rights and
remedies contained in this Security Agreement or any other Loan Document;



28









 






     (b) The right to foreclose the Liens and security interests created under this Security
Agreement by any available judicial procedure or without judicial process;




     (c) The right to (i) enter upon the premises of a Grantor through self-help and without
judicial process, without first obtaining a final judgment or giving such Grantor notice or
opportunity for a hearing on the validity of the Revolving Administrative Agent’s claim and
without any obligation to pay rent to such Grantor, or any other place or places where any
Collateral is located and kept, and remove the Collateral therefrom to the premises of the
Revolving Administrative Agent or any agent of the Revolving Administrative Agent, for such
time as the Revolving Administrative Agent may desire, in order effectively to collect or
liquidate the Collateral, (ii) require such Grantor or any bailee or other agent of such
Grantor to assemble the Collateral and make it available to the Revolving Administrative
Agent at a place to be designated by the Revolving Administrative Agent that is reasonably
convenient to both parties, and (iii) notify any or all Persons party to a Qualifying
Control Agreement or who otherwise have possession of or control over any Collateral of the
occurrence of an Event of Default and other appropriate circumstances, and exercise control
over and take possession or custody of any or all Collateral in the possession, custody or
control of such other Persons;




     (d) The right to (i) exercise all of a Grantor’s rights and remedies with respect to
the collection of Accounts, Chattel Paper, Instruments, Supporting Obligations and General
Intangibles (collectively, “Payment Collateral”), including the right to demand
payment thereof and enforce payment, by legal proceedings or otherwise; (ii) settle, adjust,
compromise, extend or renew all or any Payment Collateral or any legal proceedings
pertaining thereto; (iii) discharge and release all or any Payment Collateral; (iv) take
control, in any manner, of any item of payment or proceeds referred to in Section 5
above; (v) prepare, file and sign a Grantor’s name on any Proof of Claim in bankruptcy,
notice of Lien, assignment or satisfaction of Lien or similar document in any action or
proceeding adverse to any obligor under any Payment Collateral or otherwise in connection
with any Payment Collateral; (vi) endorse the name of a Grantor upon any chattel paper,
document, instrument, invoice, freight bill, bill of lading or similar document or agreement
relating to any Collateral; (vii) use the information recorded on or contained on a
Grantor’s internet website or otherwise in any data processing equipment and computer
hardware and software relating to any Collateral to which a Grantor has access; (viii) open
such Grantor’s mail and collect any and all amounts due to such Grantor from any Account
Debtors or other obligor in respect of Payment Collateral; (ix) take over such Grantor’s
post office boxes or make other arrangements as the Revolving Administrative Agent, on
behalf of the applicable Secured Parties, deems necessary to receive such Grantor’s mail,
including notifying the post office authorities to change the address for delivery of such
Grantor’s mail to such address as the Revolving Administrative Agent, on behalf of the
applicable Secured Parties, may designate; (x) notify any or all Account Debtors or other
obligor on any Payment Collateral that such Payment Collateral has been assigned to the
Revolving Administrative Agent for the benefit of the Secured Parties and that Revolving
Administrative Agent has a security interest therein for the benefit of the Secured Parties
(provided that the Revolving Administrative Agent may at any time give such notice to an
Account Debtor that is a department, agency or authority of the United States government);
each Grantor hereby



29









 







agrees that any such notice, in the Revolving Administrative Agent’s sole discretion, may
(but need not) be sent on such Grantor’s stationery, in which event such Grantor shall
co-sign such notice with the Revolving Administrative Agent if requested to do so by the
Revolving Administrative Agent; and (xi) do all acts and things and execute all documents
necessary, in Revolving Administrative Agent’s sole discretion, to collect the Payment
Collateral; and




     (e) The right to sell all or any Collateral in its then existing condition, or after
any further manufacturing or processing thereof, at such time or times, at public or private
sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or
on credit, with or without representations and warranties, all as the Revolving
Administrative Agent, in its sole discretion, may deem advisable. The Revolving
Administrative Agent shall have the right to conduct such sales on a Grantor’s premises or
elsewhere and shall have the right to use a Grantor’s premises without charge for such sales
for such time or times as the Revolving Administrative Agent may see fit. The Revolving
Administrative Agent may, if it deems it reasonable, postpone or adjourn any sale of the
Collateral from time to time by an announcement at the time and place of such postponed or
adjourned sale, and such sale may, without further notice, be made at the time and place to
which it was so adjourned. Each Grantor agrees that the Revolving Administrative Agent has
no obligation to preserve rights to the Collateral against prior parties or to marshal any
Collateral for the benefit of any Person. The Revolving Administrative Agent for the
benefit of the Secured Parties is hereby granted an irrevocable fully paid license or other
right (including each Grantor’s rights under any license or any franchise agreement), each
of which shall remain in full force and effect until the Facilities Termination Date, to
use, without charge, each of the labels, patents, copyrights, names, trade secrets, trade
names, trademarks and advertising matter, or any property of a similar nature owned or
licensed by any Grantor, as it pertains to the Collateral, in completing production of,
advertising for sale and selling any Collateral. If any of the Collateral shall require
repairs, maintenance, preparation or the like, or is in process or other unfinished state,
the Revolving Administrative Agent shall have the right, but shall not be obligated, to
perform such repairs, maintenance, preparation, processing or completion of manufacturing
for the purpose of putting the same in such saleable form as the Revolving Administrative
Agent shall deem appropriate, but the Revolving Administrative Agent shall have the right to
sell or dispose of the Collateral without such processing and no Grantor shall have any
claim against the Revolving Administrative Agent for the value that may have been added to
such Collateral with such processing. In addition, each Grantor agrees that in the event
notice is necessary under applicable law, written notice mailed to such Grantor in the
manner specified herein ten (10) days prior to the date of public sale of any of the
Collateral or prior to the date after which any private sale or other disposition of the
Collateral will be made shall constitute commercially reasonable notice to such Grantor.
All notice is hereby waived with respect to any of the Collateral which threatens to decline
speedily in value or is of a type customarily sold on a recognized market. The Revolving
Administrative Agent may purchase all or any part of the Collateral at public or, if
permitted by law, private sale, free from any right of redemption which is hereby expressly
waived by such Grantor and, in lieu of actual payment of such purchase price, may set off
the amount of such price against the Secured Obligations. Each Grantor recognizes that the
Revolving



30









 







Administrative Agent may be unable to effect a public sale of certain of the Collateral by
reason of certain prohibitions contained in the Securities Act of 1933, as amended (the
“Securities Act”), and applicable state law, and may be otherwise delayed or
adversely affected in effecting any sale by reason of present or future restrictions thereon
imposed by governmental authorities (“Affected Collateral”), and that as a
consequence of such prohibitions and restrictions the Revolving Administrative Agent may be
compelled (i) to resort to one or more private sales to a restricted group of purchasers who
will be obliged to agree, among other things, to acquire Affected Collateral for their own
account, for investment and not with a view to the distribution or resale thereof, or (ii)
to seek regulatory approval of any proposed sale or sales, or (iii) to limit the amount of
Affected Collateral sold to any Person or group. Each Grantor agrees and acknowledges that
private sales so made may be at prices and upon terms less favorable to such Grantor than if
such Affected Collateral was sold either at public sales or at private sales not subject to
other regulatory restrictions, and that the Revolving Administrative Agent has no obligation
to delay the sale of any Affected Collateral for the period of time necessary to permit the
Grantor or any other Person to register or otherwise qualify them under or exempt them from
any applicable restriction, even if such Grantor or other Person would agree to register or
otherwise qualify or exempt such Affected Collateral so as to permit a public sale under the
Securities Act or applicable state law. Each Grantor further agrees, to the extent
permitted by applicable law, that the use of private sales made under the foregoing
circumstances to dispose of Affected Collateral shall be deemed to be dispositions in a
commercially reasonable manner. Each Grantor hereby acknowledges that a ready market may
not exist for Affected Collateral that is not traded on a national securities exchange or
quoted on an automated quotation system.



     The net cash proceeds resulting from the collection, liquidation, sale, or other disposition
of the Collateral shall be applied first to the expenses (including all Attorneys’ Costs) of
retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and
the like, and then to the satisfaction of all Secured Obligations in accordance with the terms of
Section 8.03 of the Revolving Credit Agreement or Section 8.06 of the Floorplan
Credit Agreement as applicable, or, if such application is contrary to the application specified in
the Master Intercreditor Agreement, then such net cash proceeds shall be applied as required
pursuant to the Master Intercreditor Agreement. Each Grantor shall be liable to the Revolving
Administrative Agent, for the benefit of the Secured Parties, and shall pay to the Revolving
Administrative Agent, for the benefit of the Secured Parties, on demand any deficiency which may
remain after such sale, disposition, collection or liquidation of the Collateral.



     The Revolving Administrative Agent in its capacity as collateral agent for the Floorplan
Secured Parties, shall have no liability or responsibility for the method or manner, or any
failure, of application of funds to the Floorplan Secured Obligations by the Floorplan
Administrative Agent under the Loan Documents, and the Revolving Administrative Agent shall be
fully acquitted as to any net proceeds upon delivery of same to the Floorplan Administrative Agent.



     12. Attorney-in-Fact. Each Grantor hereby appoints the Revolving Administrative Agent
as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security
Agreement and taking any action and executing any instrument which the Revolving Administrative
Agent may deem necessary or advisable to accomplish the purposes hereof,



31









 







which appointment is irrevocable and coupled with an interest; provided, that the Revolving
Administrative Agent shall have and may exercise rights under this power of attorney only upon the
occurrence and during the continuance of an Event of Default. Without limiting the generality of
the foregoing, upon the occurrence and during the continuance of an Event of Default, the Revolving
Administrative Agent shall have the right and power:




     (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the Collateral;




     (b) to receive, endorse and collect any drafts or other instruments, documents and
chattel paper in connection with clause (a) above;




     (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment
relating to or constituting proceeds of the Collateral which comes into the Revolving
Administrative Agent’s possession or the Revolving Administrative Agent’s control, and
deposit the same to the account of the Revolving Administrative Agent, for the benefit of
the Secured Parties, on account and for payment of the Secured Obligations.




     (d) to file any claims or take any action or institute any proceedings that the
Revolving Administrative Agent may deem necessary or desirable for the collection of any of
the Collateral or otherwise to enforce the rights of the Revolving Administrative Agent, for
the benefit of the Secured Parties, with respect to any of the Collateral; and




     (e) to execute, in connection with any sale or other disposition of Collateral provided
for herein, any endorsement, assignments, or other instruments of conveyance or transfer
with respect thereto.



     13. Reinstatement. The granting of a security interest in the Collateral and the
other provisions hereof shall continue to be effective or be reinstated, as the case may be, if at
any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned
by any Secured Party or is repaid by any Secured Party in whole or in part in good faith settlement
of a pending or threatened avoidance claim, whether upon the insolvency, bankruptcy or
reorganization of any Grantor or any other Loan Party or otherwise, all as though such payment had
not been made. The provisions of this Section 13 shall survive repayment of all of the
Secured Obligations and the termination or expiration of this Security Agreement in any manner,
including but not limited to termination upon occurrence of the Facilities Termination Date.



     14. Certain Waivers by the Grantors. Each Grantor waives to the extent permitted by
applicable law (a) any right to require any Secured Party or any other obligee of the Secured
Obligations to (x) proceed against any Person or entity, including without limitation any Loan
Party, (y) proceed against or exhaust any Collateral or other collateral for the Secured
Obligations, or (z) pursue any other remedy in its power; (b) any defense arising by reason of any
disability or other defense of any other Person, or by reason of the cessation from any cause
whatsoever of the liability of any other Person or entity, (c) any right of subrogation, and (d)
any right to enforce any remedy which any Secured Party or any other obligee of the Secured



32









 







Obligations now has or may hereafter have against any other Person and any benefit of and any right
to participate in any collateral or security whatsoever now or hereafter held by the Revolving
Administrative Agent for the benefit of the Secured Parties. Each Grantor authorizes each Secured
Party and each other obligee of the Secured Obligations without notice (except notice required by
applicable law) or demand and without affecting its liability hereunder or under the Loan Documents
from time to time to: (i) take and hold security, other than the Collateral herein described, for
the payment of such Secured Obligations or any part thereof, and exchange, enforce, waive and
release the Collateral herein described or any part thereof or any such other security; and (ii)
apply such Collateral or other security and direct the order or manner of sale thereof as such
Secured Party or obligee in its discretion may determine.



     The Revolving Administrative Agent may at any time deliver (without representation, recourse
or warranty) the Collateral or any part thereof to a Grantor and the receipt thereof by such
Grantor shall be a complete and full acquittance for the Collateral so delivered, and the Revolving
Administrative Agent shall thereafter be discharged from any liability or responsibility therefor.



     15. Continued Powers. Until the Facilities Termination Date shall have occurred, the
power of sale and other rights, powers and remedies granted to the Revolving Administrative Agent
for the benefit of the Secured Parties hereunder shall continue to exist and may, after the
occurrence and during the continuance of an Event of Default, be exercised by the Revolving
Administrative Agent at any time and from time to time irrespective of the fact that any of the
Secured Obligations or any part thereof may have become barred by any statute of limitations or
that any part of the liability of any Grantor may have ceased.



     16. Other Rights. The rights, powers and remedies given to the Revolving
Administrative Agent for the benefit of the Secured Parties by this Security Agreement shall be in
addition to all rights, powers and remedies given to the Revolving Administrative Agent or any
Secured Party under any other Loan Document or by virtue of any statute or rule of law. Any
forbearance or failure or delay by the Revolving Administrative Agent in exercising any right,
power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy, and
any single or partial exercise of any right, power or remedy hereunder shall not preclude the
further exercise thereof; and every right, power and remedy of the Secured Parties shall continue
in full force and effect until such right, power or remedy is specifically waived in accordance
with the terms of the Credit Agreements.



     17. Anti-Marshaling Provisions. The right is hereby given by each Grantor to the
Revolving Administrative Agent, for the benefit of the Secured Parties, to make releases (whether
in whole or in part) of all or any part of the Collateral agreeable to the Revolving Administrative
Agent without notice to, or the consent, approval or agreement of other parties and interests,
including junior lienors, which releases shall not impair in any manner the validity of or priority
of the Liens and security interests in the remaining Collateral conferred hereunder, nor release
any Grantor from personal liability for the Secured Obligations. Notwithstanding the existence of
any other security interest in the Collateral held by the Revolving Administrative Agent, for the
benefit of the Secured Parties, the Revolving Administrative Agent shall have the right to
determine the order in which any or all of the Collateral shall be subjected to the remedies
provided in this Security Agreement. Each Grantor hereby waives any and all right to



33









 







require the marshaling of assets in connection with the exercise of any of the remedies permitted
by applicable law or provided herein or in any other Loan Document.



     18. Entire Agreement. This Security Agreement and each Joinder Agreement, together
with each Credit Agreement and other Loan Documents, constitutes and expresses the entire
understanding between the parties hereto with respect to the subject matter hereof, and supersedes
all prior negotiations, agreements and understandings, inducements, commitments or conditions,
express or implied, oral or written, except as contained in the Loan Documents. The express terms
hereof and of the Joinder Agreements control and supersede any course of performance or usage of
the trade inconsistent with any of the terms hereof or thereof. Neither this Security Agreement
nor any Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered,
modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other
than in a writing that is (a) signed by the Grantors and the “Required Lenders” (as defined in the
Revolving Credit Agreement), (b) acknowledged by the Revolving Administrative Agent (such
acknowledgement not to be unreasonably withheld or delayed) and (c) if such change, alteration,
modification, supplement, discharge, cancellation, termination or amendment would be adverse in any
way to any Floorplan Lender or the Floorplan Administrative Agent, signed by the “Required Lenders”
(as defined in the Floorplan Credit Agreement) and acknowledged by the Floorplan Administrative
Agent (such acknowledgement not to be unreasonably withheld or delayed).



     19. Third Party Reliance. Each Grantor hereby consents and agrees that all issuers of
or obligors in respect of any Collateral, and all securities intermediaries, warehousemen, bailees,
public officials and other Persons having any interest in, possession of, control over or right,
privilege, duty or discretion in respect of, any Collateral shall be entitled to accept the
provisions hereof and of the Joinder Agreements as conclusive evidence of the right of the
Revolving Administrative Agent, on behalf of the Secured Parties, to exercise its rights hereunder
or thereunder with respect to the Collateral, notwithstanding any other notice or direction to the
contrary heretofore or hereafter given by any Grantor or any other Person to any of such Persons.



     20. Binding Agreement; Assignment. This Security Agreement and each Joinder
Agreement, and the terms, covenants and conditions hereof and thereof, shall be binding upon and
inure to the benefit of the parties hereto, and to their respective successors and assigns, except
that no Grantor shall be permitted to assign this Security Agreement, any Joinder Agreement or any
interest herein or therein or, except as expressly permitted herein or in the applicable Credit
Agreement, in the Collateral or any part thereof or interest therein. Without limiting the
generality of the foregoing sentence of this Section 20, any Lender may assign to one or
more Persons, or grant to one or more Persons participations in or to, all or any part of its
rights and obligations under the applicable Credit Agreement (to the extent permitted by such
Credit Agreement); and to the extent of any such permitted assignment or participation such other
Person shall, to the fullest extent permitted by law, thereupon become vested with all the benefits
in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions
of the applicable Credit Agreement, including Article IX thereof (concerning the Revolving
Administrative Agent) and Section 10.06 thereof (concerning assignments and
participations). All references herein to the Revolving Administrative Agent and to the Secured



34









 







Parties shall include any successor thereof or permitted assignee, and any other obligees from time
to time of the Secured Obligations.



     21. Related Swap Contracts and Secured Cash Management Arrangements. All obligations
of each Revolving Grantor under or in respect of Related Swap Contracts and Secured Cash Management
Arrangements to which any Revolving Lender or its Affiliates is a party shall be deemed to be
Revolving Secured Obligations secured hereby, and each Revolving Lender or Affiliate of a Revolving
Lender party to any such Related Swap Contract or Secured Cash Management Arrangements shall be
deemed to be a Revolving Secured Party hereunder with respect to such Revolving Secured
Obligations; provided, however, that such obligations shall cease to be Revolving
Secured Obligations at such time, prior to the Facility Termination Date (as defined in the
Revolving Credit Agreement), as such Person (or Affiliate of such Person) shall cease to be a
“Lender” under the Revolving Credit Agreement.



     No Person who obtains the benefit of any Lien by virtue of the provisions of this Section
shall have any right to notice of any action or to consent to, direct or object to any action
hereunder or under any other Revolving Loan Document or otherwise in respect of the Revolving
Collateral (including the release or impairment of any Revolving Collateral) other than in its
capacity as a Revolving Lender and only to the extent expressly provided in the Revolving Loan
Documents. Notwithstanding any other provision of this Security Agreement to the contrary, the
Revolving Administrative Agent shall only be required to verify the payment of, or that other
satisfactory arrangements have been with respect to, the Revolving Secured Obligations arising
under Related Swap Contracts or Secured Cash Management Arrangements to the extent the Revolving
Administrative Agent has received written notice of such Revolving Secured Obligations together
with such supportive documentation as it may request from the applicable Revolving Lender or
Affiliate of a Revolving Lender. Each Revolving Secured Party not a party to the either Revolving
Credit Agreement who obtains the benefit of this Security Agreement by virtue of the provisions of
this Section shall be deemed to have acknowledged and accepted the appointment of the Revolving
Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect
to the actions and omissions of the Revolving Administrative Agent hereunder or otherwise relating
hereto that do or may affect such Revolving Secured Party, the Revolving Administrative Agent and
each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred
under Article IX of the Revolving Credit Agreement.



     22. Severability. The provisions of this Security Agreement are independent of and
separable from each other. If any provision hereof shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability
of any other provision hereof, but this Security Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.



     23. Counterparts. This Security Agreement may be executed in any number of
counterparts each of which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Security Agreement to produce or account for more than one
such counterpart executed by the Grantor against whom enforcement is sought. Without limiting the
foregoing provisions of this Section 23, the provisions of Section 10.10 of both
Credit Agreements shall be applicable to this Security Agreement.



35









 





     24. Termination. Subject to the provisions of Section 13, this Security
Agreement and each Joinder Agreement, and all obligations of the Grantors hereunder (excluding
those obligations and liabilities that expressly survive such termination) shall terminate without
delivery of any instrument or performance of any act by any party on the Facilities Termination
Date. Upon such termination of this Security Agreement, the Revolving Administrative Agent shall,
at the request and sole expense of the Grantors, promptly deliver to the Grantors such termination
statements and take such further actions as the Grantors may reasonably request to terminate of
record, or otherwise to give appropriate notice of the termination of, any Lien conferred
hereunder.



     25. Notices. Any notice required or permitted hereunder shall be given (a) with
respect to any Grantor, at the address then in effect for the giving of notices to the Company
under the Revolving Credit Agreement, and (c) with respect to the Revolving Administrative Agent or
a Lender, at the Revolving Administrative Agent’s address indicated in Schedule 10.02 of
the Revolving Credit Agreement. All such addresses may be modified, and all such notices shall be
given and shall be effective, as provided in Schedule 10.02 of the Revolving Credit
Agreement for the giving and effectiveness of notices and modifications of addresses thereunder.



     26. Joinder. Each Person who shall at any time execute and deliver to the Revolving
Administrative Agent a Revolving Joinder Agreement and who is identified therein as a “Revolving
Subsidiary Grantor” and each Person who shall at any time execute and deliver a Floorplan Joinder
Agreement and who is identified therein as a “Floorplan Subsidiary Grantor” shall thereupon
irrevocably, absolutely and unconditionally become a party hereto and obligated hereunder as a
Grantor and shall have thereupon pursuant to Section 2 hereof granted a security interest
in and collaterally assigned to the Revolving Administrative Agent for the benefit of the
respective Secured Parties all respective Collateral in which it has at its Applicable Date or
thereafter acquires any interest or the power to transfer, and all references herein and in the
other Loan Documents to the Grantors or to the parties to this Security Agreement shall be deemed
to include such Person as a Grantor hereunder. Each Joinder Agreement shall be accompanied by the
Supplemental Schedules referred to therein, appropriately completed with information relating to
the Grantor executing such Joinder Agreement and its property. Each of the applicable Schedules
attached hereto shall be deemed amended and supplemented without further action by such information
reflected on the Supplemental Schedules attached to each Joinder Agreement.



     27. Rules of Interpretation. The rules of interpretation contained in Sections
1.02 and 1.05 of the Revolving Credit Agreement shall be applicable to this Security
Agreement and each Joinder Agreement and are hereby incorporated by reference. All representations
and warranties contained herein shall survive the delivery of documents and any Credit Extensions
(as defined in the “Revolving Credit Agreement) or Loans (as defined in the Floorplan Credit
Agreement) as referred to herein or secured hereby.



     28. Governing Law; Waivers.




     (a) THIS SECURITY AGREEMENT AND EACH JOINDER AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY



36









 







PERFORMED, IN SUCH STATE; PROVIDED THAT (i) WITH RESPECT TO THOSE INSTANCES IN WHICH
THE APPLICABLE CHOICE OF LAWS RULES OF SUCH STATE, INCLUDING SECTION 9-301 OF THE UCC,
REQUIRE THAT THE MANNER OF CREATION OF A SECURITY INTEREST IN SPECIFIC COLLATERAL OR THE
MANNER OR EFFECT OF PERFECTION OR NONPERFECTION OR THE RULES GOVERNING PRIORITY OF SECURITY
INTERESTS ARE TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION, THEN THE LAWS OF SUCH
OTHER JURISDICTION SHALL GOVERN SUCH MATTERS, (ii) EACH CONTROL AGREEMENT (INCLUDING EACH
QUALIFYING CONTROL AGREEMENT) APPLICABLE TO ANY SECURITIES ACCOUNT OR DEPOSIT ACCOUNT SHALL
BE GOVERNED BY THE LAWS OF THE JURISDICTION SPECIFIED IN SUCH CONTROL AGREEMENT, OR
OTHERWISE BY THE LAWS OF THE JURISDICTION THAT GOVERN THE SECURITIES ACCOUNT OR DEPOSIT
ACCOUNT TO WHICH SUCH CONTROL AGREEMENT RELATES, AND (iii) IN THOSE INSTANCES IN WHICH THE
LAWS OF THE JURISDICTION IN WHICH COLLATERAL IS LOCATED GOVERN MATTERS PERTAINING TO THE
METHODS AND EFFECT OF REALIZING ON COLLATERAL, SUCH LAWS SHALL BE GIVEN EFFECT WITH RESPECT
TO SUCH MATTERS.




     (b) EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY JOINDER
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN MAY BE INSTITUTED IN ANY STATE
OR FEDERAL COURT SITTING IN MECKLENBURG COUNTY, STATE OF NORTH CAROLINA, UNITED STATES OF
AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT OR A JOINDER
AGREEMENT, EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF
THE VENUE OR TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND IRREVOCABLY
SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH
SUIT, ACTION OR PROCEEDING.




     (c) EACH GRANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A
COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF SUCH
PARTY PROVIDED IN SECTION 25 OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER
THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH CAROLINA.




     (d) NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE
THE REVOLVING ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY JOINDER



37









 







AGREEMENT OR THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY PLACE WHERE ANY OTHER PARTY
OR ANY OF SUCH PARTY’S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED
BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION
OR PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS WHICH NOW OR HEREAFTER, BY
REASON OF ITS PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLE
LAW.




     (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR
RELATED TO THIS SECURITY AGREEMENT OR ANY JOINDER AGREEMENT OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH
THE FOREGOING, EACH PARTY HEREBY AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
EXPRESSLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE
TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.




     (f) EACH GRANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT ANY COURT TO
WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS AN INCONVENIENT FORUM.



     29. Amendment and Restatement. The parties hereto agree that the Existing Security
Agreement is hereby amended and restated in this Security Agreement, and this Security Agreement
shall constitute neither a release nor novation of any lien or security interest arising under the
Existing Security Agreement nor a refinancing of any indebtedness or obligations arising thereunder
or under the Existing Credit Agreement or related documents, but rather the liens and security
interests in effect under the Existing Security Agreement shall continue in effect on the terms
hereof.



[Signature pages follow.]








38









 








     IN WITNESS WHEREOF, the parties have duly executed this Security Agreement on the day and year
first written above.



	 	 	 	 	 
	 	COMPANY:


SONIC AUTOMOTIVE, INC.

 	 
	 	By:  	/s/ DAVID P. COSPER
 	 
	 	 	Name:  	David P. Cosper 	 
	 	 	Title:  	Vice Chairman and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	REVOLVING GRANTOR:



ARNGAR, INC.

AUTOBAHN, INC.

AVALON FORD, INC.

CORNERSTONE ACCEPTANCE CORPORATION

FAA AUTO FACTORY, INC.

FAA BEVERLY HILLS, 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 H, INC.

FAA POWAY T, INC.

FAA SAN BRUNO, INC.

FAA SANTA MONICA V, INC.

FAA SERRAMONTE, INC.

FAA SERRAMONTE H, INC.

FAA SERRAMONTE L, 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.

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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page




 









 








	 	 	 	 	 
	 	REVOLVING GRANTORS:



KRAMER MOTORS INCORPORATED 

L DEALERSHIP GROUP, INC.

MARCUS DAVID CORPORATION

MASSEY CADILLAC, INC.

ONTARIO L, LLC

SAI AL HC1, INC.

SAI AL HC2, INC.

SAI ANN ARBOR IMPORTS, LLC

SAI ATLANTA B, LLC

SAI BROKEN ARROW C, LLC

SAI CHARLOTTE M, LLC

SAI COLUMBUS MOTORS, LLC

SAI COLUMBUS VWK, LLC

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

SAI FORT MYERS H, LLC

SAI FORT MYERS M, LLC

SAI FORT MYERS VW, LLC

SAI IRONDALE IMPORTS, LLC

SAI LONG BEACH B, INC.

SAI MD HC1, INC.

SAI MONROVIA B, INC.

SAI MONTGOMERY B, LLC

SAI MONTGOMERY BCH, LLC

SAI MONTGOMERY CH, LLC

SAI NASHVILLE CSH, LLC

SAI NASHVILLE H, LLC

SAI NASHVILLE M, LLC

SAI NASHVILLE MOTORS, LLC

SAI OK HC1, INC.

SAI OKLAHOMA CITY C, LLC

SAI OKLAHOMA CITY H, LLC

SAI ORLANDO CS, LLC

SAI RIVERSIDE C, LLC

SAI ROCKVILLE IMPORTS, LLC

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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	REVOLVING GRANTORS:




SAI TN HC1, LLC

SAI TN HC2, LLC

SAI TN HC3, LLC

SAI TULSA N, LLC

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 — 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 — NEWSOME CHEVROLET WORLD, INC.

SONIC — NEWSOME OF FLORENCE, INC.

SONIC — SANFORD CADILLAC, INC.

SONIC — SHOTTENKIRK, INC.

SONIC — STEVENS CREEK B, INC.

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.

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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	REVOLVING GRANTORS:




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.

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—VOLVO LV, LLC

SONIC—WEST COVINA T, INC.

SRE ALABAMA — 2, LLC

SRE ALABAMA—5, LLC

SRE CALIFORNIA — 1, LLC

SRE CALIFORNIA — 2, LLC

SRE CALIFORNIA — 4, LLC

SRE COLORADO – 1, LLC

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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	REVOLVING GRANTORS:




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.

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



	 	 	 	 	 
	 	



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 	 
	 



	 	 	 	 	 
	 	


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 	 
	 



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	REVOLVING GRANTORS:




PHILPOTT MOTORS, LTD.

SONIC — CADILLAC D, L.P.

SONIC — CAMP FORD, L.P.

SONIC — CARROLLTON V, L.P.

SONIC — FORT WORTH T, L.P.

SONIC — FRANK PARRA AUTOPLEX, L.P.

SONIC — HOUSTON V, L.P.

SONIC — LUTE RILEY, L.P.

SONIC — MESQUITE HYUNDAI, L.P.

SONIC — RICHARDSON F, L.P.

SONIC — UNIVERSITY PARK A, L.P.

SONIC ADVANTAGE PA, L.P.

SONIC AUTOMOTIVE — 3401 N. MAIN, TX, L.P.

SONIC AUTOMOTIVE — 4701 I-10 EAST, TX, L.P.

SONIC AUTOMOTIVE OF TEXAS, L.P.

SONIC HOUSTON JLR, LP

SONIC HOUSTON LR, L.P.

SONIC MOMENTUM B, L.P.

SONIC MOMENTUM JVP, L.P.

SONIC MOMENTUM VWA, L.P.

SONIC—CLEAR LAKE VOLKSWAGEN, L.P.

SONIC—JERSEY VILLAGE VOLKSWAGEN, 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 	 
	 



	 	 	 	 	 
	 	

SAI CLEARWATER T, LLC

 	 
	 	By:  	SAI FL HC2, INC., as Sole Member
 	 



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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page






 









 








	 	 	 	 	 
	 	REVOLVING GRANTORS:




SAI COLUMBUS T, LLC

 	 
	 	By:  	SONIC AUTOMOTIVE, INC., 

as Sole Member
 	 



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



	 	 	 	 	 
	 	SAI GEORGIA LLC

 	 
	 	By:  	SONIC AUTOMOTIVE OF NEVADA, INC., 

as Sole Member
 	 



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



	 	 	 	 	 
	 	


SAI IRONDALE L, 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

SAI TULSA T, LLC

 	 
	 	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

 	 
	 	By:  	SAI MD HC1, INC., 

as Sole Member
 	 



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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	FLOORPLAN GRANTORS:




ARNGAR, INC.

AUTOBAHN, INC.

AVALON FORD, INC.

CORNERSTONE ACCEPTANCE CORPORATION

FAA AUTO FACTORY, INC.

FAA BEVERLY HILLS, 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 H, INC.

FAA POWAY T, INC.

FAA SAN BRUNO, INC.

FAA SANTA MONICA V, INC.

FAA SERRAMONTE, INC.

FAA SERRAMONTE H, INC.

FAA SERRAMONTE L, 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.

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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page






 









 








	 	 	 	 	 
	 	FLOORPLAN GRANTORS:



KRAMER MOTORS INCORPORATED

L DEALERSHIP GROUP, INC.

MARCUS DAVID CORPORATION

MASSEY CADILLAC, INC.

ONTARIO L, LLC

SAI AL HC1, INC.

SAI AL HC2, INC.

SAI ANN ARBOR IMPORTS, LLC

SAI ATLANTA B, LLC

SAI BROKEN ARROW C, LLC

SAI CHARLOTTE M, LLC

SAI COLUMBUS MOTORS, LLC

SAI COLUMBUS VWK, LLC

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

SAI FORT MYERS H, LLC

SAI FORT MYERS M, LLC

SAI FORT MYERS VW, LLC

SAI IRONDALE IMPORTS, LLC

SAI LONG BEACH B, INC.

SAI MD HC1, INC.

SAI MONROVIA B, INC.

SAI MONTGOMERY B, LLC

SAI MONTGOMERY BCH, LLC

SAI MONTGOMERY CH, LLC

SAI NASHVILLE CSH, LLC

SAI NASHVILLE H, LLC

SAI NASHVILLE M, LLC

SAI NASHVILLE MOTORS, LLC

SAI OK HC1, INC.

SAI OKLAHOMA CITY C, LLC

SAI OKLAHOMA CITY H, LLC

SAI ORLANDO CS, LLC

SAI RIVERSIDE C, LLC

SAI ROCKVILLE IMPORTS, LLC

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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	FLOORPLAN GRANTORS:




SAI TN HC1, LLC

SAI TN HC2, LLC

SAI TN HC3, LLC

SAI TULSA N, LLC

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 — 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 — NEWSOME CHEVROLET WORLD, INC.

SONIC — NEWSOME OF FLORENCE, INC.

SONIC — SANFORD CADILLAC, INC.

SONIC — SHOTTENKIRK, INC.

SONIC — STEVENS CREEK B, INC.

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.
 	 


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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page






 









 








	 	 	 	 	 
	 	FLOORPLAN GRANTORS:




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.

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—VOLVO LV, LLC

SONIC—WEST COVINA T, INC.

SRE ALABAMA — 2, LLC

SRE ALABAMA—5, LLC

SRE CALIFORNIA — 1, LLC

SRE CALIFORNIA — 2, LLC

SRE CALIFORNIA — 4, LLC

SRE COLORADO — 1, LLC
 	 



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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	FLOORPLAN GRANTORS:




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.

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



	 	 	 	 	 
	 	


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 	 
	 



	 	 	 	 	 
	 	

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 	 
	 



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	FLOORPLAN GRANTORS:





PHILPOTT MOTORS, LTD.

SONIC — CADILLAC D, L.P.

SONIC — CAMP FORD,L.P.

SONIC — CARROLLTON V, L.P.

SONIC — FORT WORTH T, L.P.

SONIC — FRANK PARRA AUTOPLEX, L.P.

SONIC — HOUSTON V, L.P.

SONIC — LUTE RILEY, L.P.

SONIC — MESQUITE HYUNDAI, L.P.

SONIC — RICHARDSON F, L.P.

SONIC — UNIVERSITY PARK A, L.P.

SONIC ADVANTAGE PA, L.P.

SONIC AUTOMOTIVE — 3401 N. MAIN, TX, L.P.

SONIC AUTOMOTIVE — 4701 I—10 EAST, TX, L.P.

SONIC AUTOMOTIVE OF TEXAS, L.P.

SONIC HOUSTON JLR, LP

SONIC HOUSTON LR, L.P.

SONIC MOMENTUM B, L.P.

SONIC MOMENTUM JVP, L.P.

SONIC MOMENTUM VWA, L.P.

SONIC—CLEAR LAKE VOLKSWAGEN, L.P.

SONIC—JERSEY VILLAGE VOLKSWAGEN, 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 	 
	 



	 	 	 	 	 
	 	


SAI CLEARWATER T, LLC

 	 
	 	By:  	SAI FL HC2, INC., 

as Sole Member
 	 



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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page






 









 








	 	 	 	 	 
	 	FLOORPLAN GRANTORS:




SAI COLUMBUS T, LLC

 	 
	 	By:  	SONIC AUTOMOTIVE, INC., 
as Sole Member
 	 



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



	 	 	 	 	 
	 	SAI GEORGIA LLC

 	 
	 	By:  	SONIC AUTOMOTIVE OF NEVADA, INC., 
as Sole Member
 	 



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



	 	 	 	 	 
	 	

SAI IRONDALE L, 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

SAI TULSA T, LLC

 	 
	 	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

 	 
	 	By:  	SAI MD HC1, INC., as Sole Member
 	 



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



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	REVOLVING ADMINISTRATIVE AGENT:




BANK OF AMERICA, N.A.,

 as Revolving Administrative Agent

 	 
	 	By:  	/s/ ANGELO M. MARTORANA
 	 
	 	 	Name:  	Angelo M. Martorana 	 
	 	 	Title:  	Assistant Vice President 	 
	 



AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page





 









 








Schedule 1





     For purposes of this Security Agreement, a “Qualifying Control Agreement” shall mean
each of the following, as applicable to the respective items or types of property in which the
Grantor now has or may hereafter acquire an interest:




     (a) With respect to Investment Property credited to any securities account, an
agreement executed by the applicable securities intermediary substantially in a form
satisfactory to the Revolving Administrative Agent in its discretion;




     (b) With respect to Deposit Accounts or tangible personal property Collateral in the
possession, custody or control of any warehouseman or other bailee, an acknowledgment and
agreement executed by the depositary institution or bailee (each, a “Custodian”), as
the case may be, and (as to Deposit Accounts) the applicable Grantor, in form and substance
acceptable to the Revolving Administrative Agent and such Custodian;




     (c) With respect to Letter-of-Credit Rights, an acknowledgment and agreement of the
issuer or other applicable person nominated to accept drafts and or effect payment
thereunder (the “Issuer”) of the related letter of credit in form and substance
acceptable to the Revolving Administrative Agent and in which the Issuer (i) consents to and
acknowledges the Lien in favor of the Revolving Administrative Agent conferred hereunder in
proceeds of drawings under the related letter of credit, (ii) agrees that it will not
acknowledge any Lien in favor of any other Person on Letter-of-Credit Rights until it
receives notice from the Revolving Administrative Agent that all Liens on such Collateral in
favor of the Secured Parties have been released or terminated, and (iii) to the extent not
inconsistent with the express terms of the related letter of credit, agrees that upon
receipt of notice from the Revolving Administrative Agent that an Event of Default has
occurred and is continuing, it will make all payments of drawings honored by it under the
related letter of credit to the Revolving Administrative Agent, notwithstanding any contrary
instruction received from the Grantor; and




     (d) With respect to any Investment Property in the form of uncertificated securities, an agreement
of the issuer of such Investment Property in form and substance acceptable to the Revolving
Administrative Agent and such issuer sufficient to confer control (within the meaning of Section
9-106 of the UCC) over such property and containing such other terms and provisions as the
Revolving Administrative Agent may reasonably request.




Schedule 1 — Page 1











 






Schedule 7(f)

GRANTOR INFORMATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	1. Sonic Automotive, Inc.

	 	Delaware 
 Corporation 
 2714319
	 	The chief executive
office for all
entities is 6415
Idlewild Rd., Suite
109, Charlotte, NC
	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2. Arngar, Inc.

	 	North Carolina 
 Corporation 
 0005612
	 	 	 	Arnold Palmer Cadillac 
 

	 	10725 Pineville Rd. 
 Pineville, NC 

	 	CAR SON MAS, L.P. 

	 	All Owners of Collateral Locations (if other than Grantor) are unrelated lessors, except where noted.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3. Autobahn, Inc.

	 	California 
 Corporation 
 C1548941
	 	 	 	Autobahn Motors 
 Main Facility 
 
 Airspace

Lease 
 
 
Remnant Parcel 

	 	700 Island Pkwy. 
 Belmont, CA 
 
 Beneath Island Pkwy.
 north of
Ralston Ave. 
 Belmont, CA 
 
 East of Island Pkwy. and
 north of
Ralston Ave. 
 Belmont, CA
	 	Lucas Trust Properties, LLC 
 
 
 City of
Belmont, CA 
 
 
 
 Lucas Trust
Properties, LLC 
	 	 






Schedule 7(f) — Page 1









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Autobahn, Inc.
(continued)

	 	 	 	 	 	Autobahn Motors-Service / Storage 
 
 Autobahn Motors Vehicle Storage/Detailing 

	 	500-510 Harbor Blvd. 
 Belmont, CA 
 
 1315 Elmer
St. 
 Belmont, CA
	 	David S. Lake Trust 
 
 
 George W.
Williams, Co-Trustee, George W. Williams III G.S.
Trust 
 
 George W. Williams and Borel Bank,
Co-Trustees, Hortense Williams Trust 
 
 Lois
Hortense Rosebrook Trust 
 
 Katherine B.
Woodlard, Robert P. Berryman and Mark A. Berryman	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4. Avalon Ford, Inc.

	 	Delaware 
 Corporation 
 0896102
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5. Cornerstone Acceptance
Corporation

	 	Florida 
 Corporation 
 P98000064003
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith






Schedule 7(f) — Page 2









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	6. FAA Auto Factory, Inc.

	 	California 
 Corporation 
 C2058910
	 	 	 	 	 	3737 First St. 
 Livermore, CA
	 	Cordiroli Ford Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7. FAA Beverly Hills, Inc.

	 	California 
 Corporation 
 C2069519
	 	 	 	Beverly Hills BMW — Service & CPO Facility 
 
 Beverly Hills BMW — Sales
Facility 
 
 
Beverly Hills BMW — Rental Parking (Bubble
Building) 
 
 
 Beverly Hills BMW — Storage (Avis Lot Fee) 
 
 8850 Wilshire
Blvd. (BMW Beverly Hills — Storage and Service Overflow 


 
 8844 Wilshire Blvd. (BMW Beverly Hills
Storage & Service Overflow)
 
 
 Storage
Lot 
 
 
 Garage 
 
 
 Storage Lot 

	 	8833 Wilshire Blvd. 
 Beverly Hills, CA 
 
 8825 Wilshire
Blvd. 
 Beverly Hills, CA 
 
 8840 Wilshire Blvd. 
 Beverly
Hills, CA 
 
 
 8931 Wilshire Blvd. 
 Beverly Hills,
CA 
 
 8850 Wilshire Blvd. 
 Beverly Hills,
CA 
 
 
 8844 Wilshire Blvd. 
 Beverly Hills,
CA 
 
 
 8500 Burton Way 
 Los Angeles,
CA 
 
 99 N. La Cienega Blvd. 
 Beverly Hills, CA

 
 8900 Wilshire Blvd. 
 Beverly Hills, CA
	 	Dusenberg Investments 
 
 
 8825 Wilshire,
LLC 
 
 
 Bubble Real
Estate 
 
 
 
 Fortress Holdings
L.P. 
 
 
 Illoulian
Properties 
 
 
 
 Illoulian
Properties 
 
 
 
 Century
Investments, Inc. 
 
 
 99 North La
Cienega, L.P. 
 
 
 Global Five
Management, Inc.	 	 






Schedule 7(f) — Page 3









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	FAA Beverly Hills,
Inc. (continued)

	 	 	 	 	 	Parking — Storage Lot 
 
 
 Service Facility Relocations Site 
 
 Parking
Facility 

	 	8909 Wilshire Blvd. 
 Beverly Hills, CA 
 
 9000-9001 Olympic
Blvd. 
 Beverly Hills, CA 
 
 9100 Wilshire Blvd. 
 Beverly
Hills, CA
	 	8909 Wilshire Beverly, LLC 
 
 
 Landmark

Group, LLC 
 
 
 Douglas Emmett

Management, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8. FAA Capitol N, Inc.

	 	California 
 Corporation 
 C2054429
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9. FAA Concord H, Inc.

	 	California 
 Corporation 
 C2004304
	 	 	 	Concord Honda 

	 	1300 Concord Ave. 
 Concord, CA 
 
 2241 Commerce
Ave. 
 Concord, CA
	 	Rosewood Village Associates 
 
 
 Stan

Gaunt	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10. FAA Concord T, Inc.

	 	California 
 Corporation 
 C0613543 

	 	 	 	Concord Toyota 
 Concord Scion
	 	1090 Concord Ave. 
 Concord, CA
	 	1090 Concord Associates, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	11. FAA Dublin N, Inc.

	 	California 
 Corporation 
 C2007600
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith






Schedule 7(f)— Page 4









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	12. FAA Dublin VWD, Inc.

	 	California 
 Corporation 
 C2007571
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	13. FAA Holding Corp.

	 	California 
 Corporation 
 C2174202
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	14. FAA Las Vegas H, Inc.

	 	Nevada 
 Corporation 
 C13186-1999
	 	 	 	Honda West
	 	7615 W. Sahara Ave. 
 Las Vegas, NV
	 	CARS CNI-2 L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	15. FAA Poway H, Inc.

	 	California 
 Corporation 
 C2006230
	 	 	 	Poway Honda
	 	13747 Poway Rd. 
 Poway, CA
	 	Bay Automotive Properties, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	16. FAA Poway T, Inc.

	 	California 
 Corporation 
 C2006232
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	17. FAA San Bruno, Inc. 

	 	California 
 Corporation 
 C2004303
	 	 	 	Melody Toyota 
 Melody Scion 
 (Main Facility) 
 
 (Service and Parts
Facility)
	 	750 El Camino Real 
 San Bruno, CA 
 
 
 222 E. San Bruno
Ave. 
 San Bruno, CA
	 	Bill & Sylvia Wilson 
 
 
 
 L & P
Kaplan
	 	 





Schedule 7(f) — Page 5









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	FAA
San Bruno, Inc. (continued)

	 	 
	 	 	 	 (Parking Lot — New and Used) 
 
 
 (Main
Facility) 
 
 
 (Used Car Facility) 
 
 
 
 (Parking — Used
Cars) 
 
 
  (Used Cars) 
  
 
 (Parking
Lot) 
 

	 	732 El Camino Real 
 San
Bruno, CA 
 
 750 El Camino Real 
 San Bruno,
CA 
 
 650 El Camino Real 
 San Bruno,
CA 
 
 
 650 and 660 El Camino Real 
 San Bruno,
CA 
 
 650 and 660 El Camino Real 
 San Bruno,
CA 
 
 692 El Camino Real 
 San Bruno, CA 
 
 Linden
Ave. and Angus Ave. 
 San Bruno, CA
	 	Peter J. Mandell
and Susan Gootnick 
 
 
 Thomas Chapman
Trust 
 
 
 Martha E. Bishop, Helen
J. 
 Carey, The Mary Colter McDonald
Trust 
 
 
 Bill
Malkason  
 
 
 Sonic
Development, LLC  
 
 
 Larry
Mobley and Larry Malasoma 
 
 
 G. W. Williams,
Co. 

	 	
 
 
 
 
 
 
 
 









Subsidiary
of Sonic Automotive, Inc






Schedule 7(f) — Page 6









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	18. FAA Santa Monica V, Inc.

	 	California 
 Corporation 
 C2165877
	 	 	 	Volvo of Santa Monica 

	 	1719 Santa Monica Blvd. 
 Santa Monica, CA 
 
 1801 Santa Monica
Blvd. 
 Santa Monica, CA 
 
 1455 18th St. 
 Santa
Monica, CA 
 
 1447 18th St. 
 Santa Monica, CA
	 	CARS-DB4, LP 
 
 
 Sully Three SM,

LLC 
 
  Don

Kidson 
 
 Layn Smith	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	19. FAA Serramonte, Inc.

	 	California 
 Corporation 
 C2004221
	 	 	 	Serramonte Auto Plaza 
 Serramonte Mitsubishi 
 
 Serramonte Auto Plaza (Mitsubishi Service
and Parts) 
 
 Serramonte Nissan 
 
 
 Serramonte PDI Center
	 	1500 Collins Ave. 
 Colma, CA 
 
 445 Serramonte Blvd. 
 Colma,
CA 
 
 650 Serramonte Blvd. 
 Colma, CA 
 
 900 Collins
Ave. 
 Colma, CA
	 	Price Trust 
 
 
 Price

Trust 
 
  Cypress Abbey

Company 
 
  Portola Properties	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	20. FAA Serramonte H, Inc.

	 	California 
 Corporation 
 C2069465
	 	 	 	Honda of Serramonte
	 	485 Serramonte Blvd. 
 Colma, CA
	 	Price Trust	 	 






Schedule 7(f) — Page 7









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	21. FAA Serramonte L, Inc.

	 	California 
 Corporation 
 C2004222
	 	 	 	Lexus of Serramonte 
 Lexus of Marin
	 	700 Serramonte Blvd. 
 Colma, CA 
 
 513 Francisco Blvd.
E. 
 San Rafael, CA
	 	Price Trust 
 
 
 CAR FAA II LLC 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	22. FAA Stevens Creek, Inc.

	 	California 
 Corporation 
 C2004216
	 	 	 	Stevens Creek Nissan 
 
 
  Stevens Creek Nissan — Offsite Vehicle
Storage 
 
 Stevens Creek Nissan — Used Car Lot 

 
 Stevens Creek Nissan — Detail
and Service Center
	 	4855 & 4875 Stevens Creek Blvd. 
 Santa Jose, CA 
 
 1507 South 10th
St. 
 San Jose, CA 
 
 4795 Stevens Creek Blvd. 
 San Jose,
CA 
 
 4885 Stevens Creek Blvd. 
 San Jose, CA
	 	Rosewood Village
Associates 
 
 
 
 10th
Street Land Management 
 
 Donald S. &
Mary S. Abinante 
 

 Edmiston & Hock Enterprises,
Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23. FAA Torrance CPJ, Inc.

	 	California 
 Corporation 
 C2165823
	 	 	 	South Bay Chrysler Jeep Dodge Main Facility 
 
 
 
 
 CJ Storage Lot
	 	20900 Hawthorne Blvd. 
 Torrance, CA 
 
 20433 Hawthorne
Blvd. 
 Torrance, CA 
 
 20465 Hawthorne Blvd. 
 Torrance, CA
	 	Miletich-Jones Land Co. 
 
 
 Del Thorne
LLC 
 
 
 Marvin Lazar 
	 	 






Schedule 7(f) — Page 8









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	24. FirstAmerica Automotive,
Inc.

	 	Delaware 
 Corporation 
 2761294
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25. Fort Mill Ford, Inc.

	 	South Carolina 
 Corporation
	 	 	 	 	 	801 Gold Hill Rd. 
 Fort Mill, SC
	 	SRE South Carolina-1, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	26. Fort Myers Collision
Center, LLC

	 	Florida 
 Limited Liability

Company 
 L00000004315
	 	 	 	 	 	12490 Metro Pkwy. 
 Fort Myers, FL
	 	S&T Collision Center	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	27. Franciscan Motors, Inc.

	 	California 
 Corporation 
 C1532758
	 	 	 	Acura of Serramonte 

	 	465/475 Serramonte Blvd. 
 Colma, CA
	 	Price Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	28. Frontier
Oldsmobile-Cadillac, Inc.

	 	North Carolina 
 Corporation 
 0233650
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith






Schedule 7(f) — Page 9









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	29. Kramer Motors Incorporated

	 	California 
 Corporation 
 C0392185
	 	 	 	Honda of Santa Monica 
 
 
 Honda of Santa
Monica 
 
 
 
 Honda of Santa Monica (other) 
 
 
 Honda of
Santa Monica (storage)
	 	1720 Santa Monica Blvd. 
 Santa Monica, CA 
 
 1801 Santa Monica Blvd.
and 1347 — 18th St. 
 Santa Monica CA 
 
 1411 -
17th St. 
 Santa Monica, CA 
 
 1819 Santa Monica
Blvd. 
 Santa Monica, CA 
 
 1718 Santa Monica Blvd. 
 Santa
Monica, CA
	 	CARS-DB4, LP 
 
 
 Sully Three SM,
LLC 
 
 
 
 Sully Three SM,
LLC 
 
 
 Sully Three SM,
LLC 
 
 
 Michael N. Amir, Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	30. L Dealership Group, Inc.

	 	Texas 
 Corporation 
 151278900
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	31. Marcus David Corporation

	 	North Carolina 
 Corporation 
 0272880
	 	 	 	Town and Country Toyota Certified Used Cars 
 Lot 
 
 CPO and Truck
Sales 
 
 
 Town and Country Toyota-Scion 
 Town and Country Toyota
	 	9900 South Blvd. 
 Charlotte, NC 
 
 
 1300 Cressida
Dr. 
 Charlotte, NC 
 
 9101 South Blvd. 
 Charlotte, NC
	 	Jessco Ltd.
Properties 
 
 
 
 National Retail
Properties, LP 
 

 MMR Holdings, LLC 
	 	 






Schedule 7(f) — Page 10









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	32. Massey Cadillac, Inc.

	 	Tennessee 
 Corporation 
 0230052
	 	 	 	Massey Cadillac
	 	24600 Grand River Ave. 
 Detroit, MI
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	33. Ontario L, LLC

	 	California 
 Limited Liability

Company 
 200330110050
	 	 	 	Crown Lexus
	 	1125 Kettering Dr. 
 Ontario, CA
	 	M.F. Salta Co., Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	34. Philpott Motors, Ltd.

	 	Texas 
 Limited Partnership 
 12223010
	 	 	 	Philpott Motors Hyundai 
 
 
 (Hangar Lease) 
 
 
 Philpott

Ford 
 Philpott Toyota 
 
 Philpott Ford-Toyota (Fleet/Body Shop)
	 	1900 U.S. Hwy. 69 
 Nederland, TX 
 
 4605 Third St.
Airport 
 Beaumont, TX 
 
 1400 U.S. Hwy. 69 
 Nederland,
TX 
 

 2727 Nall St. 
 Port Neches, TX
	 	Rustin B. Penland 
 
 
 Jefferson County,
Texas 
 
 
 Philpott Properties,
Ltd. 
 


 
 Philpott Properties,
Ltd. 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	35. SAI AL HC1, Inc.

	 	Alabama 
 Corporation 
 D/C 206-272
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	36. SAI AL HC2, Inc.

	 	Alabama 
 Corporation 
 D/C 199-217
	 	 	 	Tom Williams Collision Center
	 	1874 Grants Mill Rd. 
 Irondale, AL
	 	SRE Alabama — 2, LLC 

	 	Indirect Subsidiary of Sonic Automotive, Inc.






Schedule 7(f) — Page 11









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	37. SAI Ann Arbor Imports, LLC

	 	Michigan 
 Limited

Liability 
 Company 
 E15303
	 	 	 	Mercedes-Benz of Ann Arbor 
 
 
 BMW of Ann Arbor
	 	570 Auto Mall Dr. 
 Ann Arbor, MI 
 
 501 Auto Mall Dr. 
 Ann
Arbor, MI
	 	SRE Michigan-1, LLC 
 c/o CARS 
 
 SRE

Michigan-2 LLC 
 c/o CARS	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	38. SAI Atlanta B, LLC

	 	Georgia 
 Limited Liability

Company 
 08083814
	 	 	 	Global Imports [BMW] 
 Global Imports MINI
	 	500 Interstate North Pkwy. SE 
 Atlanta, GA
	 	MMR Holdings, LLC 
 c/o Capital Automotive

REIT 
 McLean, VA 22102 
 Attn: Portfolio Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	39. SAI Broken Arrow C, LLC

	 	Oklahoma Limited Liability Company 
 3512215667
	 	

	 	Speedway Chevrolet 

	 	2301 N. Aspen Ave. 
 Broken Arrow, OK
	 	Miller Family Real Estate, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	40. SAI Charlotte M, LLC

	 	North Carolina 
 Limited Liability

Company 
 0433486
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	41. SAI Clearwater T, LLC

	 	Florida Limited Liability Company 
 L08000116713
	 	 	 	Clearwater Toyota 
 Clearwater Scion
	 	21799 U.S. Hwy. 19 N. 
 Clearwater, FL
	 	CARS-DB4, LP	 	 






Schedule 7(f) — Page 12









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	42. SAI Columbus Motors, LLC

	 	Ohio Limited Liability Company 
 CP13127
	 	

	 	Hatfield Subaru 
 Hatfield Hyundai 
 Hatfield Isuzu 

	 	1400 Auto Mall Dr. 
 Columbus, OH
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	43. SAI Columbus T, LLC

	 	Ohio Limited Liability Company 
 CP13128
	 	

	 	Toyota West 
 Scion West 
 Hatfield Automall 

	 	1500 Automall Dr. 
 Columbus, OH
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	44. SAI Columbus VWK, LLC

	 	Ohio Limited Liability Company 
 CP13130
	 	

	 	Hatfield Kia 
 Hatfield Volkswagen
	 	1495 Auto Mall Dr. 
 Columbus, OH 
 

	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	45. SAI FL HC2, Inc.

	 	Florida 
 Corporation 
 P98000016038
	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	46. SAI FL HC3, Inc.

	 	Florida 
 Corporation 
 P98000064012
	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith.






Schedule 7(f) — Page 13









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	47. SAI FL HC4, Inc.

	 	Florida 
 Corporation 
 P98000064009
	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	48. SAI FL HC6, Inc.

	 	Florida 
 Corporation 
 P99000004218
	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	49. SAI FL HC7, Inc.

	 	Florida 
 Corporation 
 F86660
	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	50. SAI Fort Myers B, LLC

	 	Florida Limited Liability Company 
 L08000116712
	 	 	 	BMW of Fort Myers 
 
 
 
 MINI of Fort Myers 

	 	15421 S. Tamiami Tr. 
 Fort Myers, FL 
 
 
 13880 S. Tamiami
Tr. 
 Fort Myers, FL
	 	SRE Florida — 1, LLC 
 
 
 
 CARS
(SON-064)
	 	Indirect subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	51. SAI Fort Myers H, LLC

	 	Florida Limited Liability Company 
 L08000116710
	 	 	 	Honda of Fort Myers
	 	14020 S. Tamiami Tr. 
 Fort Myers, FL
	 	CAR SONFREE, LLC 
 (also tenant for VW of Fort Myers)	 	 






Schedule 7(f) — Page 14









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	52. SAI Fort Myers M, LLC

	 	Florida 
 Limited Liability

Company 
 L98000002089
	 	 	 	Mercedes-Benz of Fort Myers 
 
 

	 	15461 S. Tamiami Tr. 
 Fort Myers, FL 
 

	 	SRE Florida — 1, LLC 
 
 

	 	Indirect subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	53. SAI Fort Myers VW, LLC

	 	Florida Limited Liability Company 
 L08000116709
	 	 	 	Volkswagen of Fort Myers
	 	14060 S. Tamiami Tr. 
 Fort Myers, FL
	 	CAR SONFREE, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	54. SAI GA HC1, LP

	 	Georgia 
 Limited Partnership 
 0224680
	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	55. SAI Georgia, LLC

	 	Georgia Limited Liability Company 
 08094603
	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith






Schedule 7(f) — Page 15









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	56. SAI Irondale Imports, LLC

	 	Alabama Limited Liability Company 
 428-744
	 	 	 	Tom Williams Imports (BMW) 
 
 
 Tom Williams Audi 
 Tom Williams
Porsche 
 

 Land Rover Birmingham 
 

 
 MINI of Birmingham
	 	1000 Tom Williams Way 
 Irondale, AL 
 
 3001 Tom Williams

Way 
 Irondale, AL 
 
 3000 Tom Williams Way 
 Irondale,

AL 
 
 2001 Tom Williams Way 
 Irondale, AL
	 	SRE Alabama — 2, LLC 
 
 
 SRE Alabama —
2, LLC 
 
 

 SRE Alabama — 2,
LLC 
 
 

 SRE Alabama — 2, LLC
	 	Indirect Subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	57. SAI Irondale L, LLC

	 	Alabama 
 Corporation 
 DLL 662-073
	 	 	 	Tom Williams Lexus
	 	1001 Tom Williams Way 
 Irondale, AL
	 	SRE Alabama — 2, LLC 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	58. SAI Long Beach B, Inc.

	 	California Corporation C2998588 

	 	 	 	Long Beach BMW 
 
 
 
 
 
 
 Long Beach MINI
	 	2998 Cherry Ave. 
 Signal Hill, CA
90755 
 
 
 
 
 
 2725 Temple
Ave. 
 Signal Hill, CA 90755
	 	Velma M. Robinett, Trustee of the Alda C. Jones
Trust 
 c/o Signal Hill Redevelopment Agency 
 2175
Cherry Ave. 
 Signal Hill, CA 90806 
 
 FU
Lyons Signal Hill, LLC 
 15125 Garfield
Ave. 
 Paramount, CA 90723	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	59. SAI MD HC1, Inc.

	 	Maryland 
 Corporation 
 D05310776 

	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith.






Schedule 7(f) — Page 16









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	60. SAI Monrovia B, Inc.

	 	California Corporation C2979304 

	 	 	 	BMW of Monrovia 
 
 
 
 

 MINI of Monrovia
	 	1425-1451 South Mountain Ave. 
 Monrovia, CA

 
 
 
 1875 South Mountain Ave. 
 Monrovia, CA
	 	Assael Family Trust 
 c/o Dennis D. and Charyl A. Assael,
Trustees 
 222 Heliotrope Ave. 
 Corona del Mar, CA
92625 
 
 SRE California — 4, LLC
	 	
 
 
 
 
 
 SRE California — 4, LLC is an indirect subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	61. SAI Montgomery B, LLC

	 	Alabama Limited Liability Company 428-746
	 	 	 	BMW of Montgomery
	 	190 Eastern Blvd. 
 Montgomery, AL
	 	CC&I LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	62. SAI Montgomery BCH, LLC

	 	Alabama Limited Liability Company 428-745
	 	 	 	Classic Cadillac Buick 
 Classic Cadillac 
 Classic Hummer 

	 	833 Eastern Blvd. 
 Montgomery, AL 
 

	 	James L. Rouse & Reese H. Bricken 
 
 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	63. SAI Montgomery CH, LLC

	 	Alabama Limited Liability Company 428-747
	 	 	 	Capitol Chevrolet 
 
 
 
 Capitol Hyundai
	 	711 Eastern Blvd. 
 Montgomery, AL 
 
 
 2820 Eastern
Blvd. 
 Montgomery, AL
	 	SRE Alabama-1, LLC 
 
 
 
 CAR BSC
L.L.C.	 	 






Schedule 7(f) — Page 17









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	64. SAI Nashville CSH, LLC

	 	Tennessee 
 Limited Liability

Company 
 0336183
	 	 	 	Crest Cadillac 
 Crest Hummer 
 Crest Saab
	 	2121 Rosa L. Parks Blvd. 
 Nashville, TN
	 	CAR SON MAS TN L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	65. SAI Nashville H, LLC

	 	Tennessee 
 Limited Liability

Company 
 0336180
	 	 	 	Crest Honda 

	 	2215 Rosa L. Parks Blvd. 
 Nashville, TN
	 	CAR SON MAS TN L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	66. SAI Nashville M, LLC

	 	Tennessee 
 Limited Liability

Company 
 0336182
	 	 	 	Mercedes-Benz of Nashville
	 	630 Bakers Bridge Ave. 
 Franklin, TN
	 	BKB Properties LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	67. SAI Nashville Motors, LLC

	 	Tennessee Limited Liability Company 0566970
	 	 	 	Audi Nashville 
 Jaguar Nashville 
 Porsche of Nashville
	 	2350 Franklin Pike 
 Nashville, TN 
 
 
 
 725
Melpark Dr. 
 Nashville, TN
	 	SRE Tennessee — 4, LLC 
 6415 Idlewild Rd. 
 Suite
109 
 Charlotte, NC 
 
 SRE Tennessee —
4, LLC 
 6415 Idlewild Rd. 
 Suite
109 
 Charlotte, NC	 	 






Schedule 7(f) — Page 18









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	68. SAI OK HC1, Inc.

	 	Oklahoma 
 Corporation 
 1900632183 

	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	69. SAI Oklahoma City C, LLC

	 	Oklahoma Limited Liability Company 
 3512215668
	 	 	 	City Chevrolet
	 	5000 W. Reno 
 Oklahoma City, OK
	 	CARS CNI-2 L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	70. SAI Oklahoma City H, LLC

	 	Oklahoma Limited Liability Company 
 3512215666
	 	 	 	Steve Bailey Pre-Owned Super Center 
 Steve Bailey Honda
	 	8700 NW Expressway 
 Oklahoma City, OK
	 	Heitzinger Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	71. SAI Oklahoma City T, LLC

	 	Oklahoma Limited Liability Company 
 3512215664
	 	 	 	Dub Richardson Toyota 
 Dub Richardson Scion 
 
 (Body Shop) 

	 	8401 NW Expressway 
 Oklahoma City, OK 
 
 9038 NW

Expressway 
 Oklahoma City, OK
	 	Heitzinger Associates and Geary Plaza
Associates 
 
 Heitzinger Associates	 	 






Schedule 7(f) — Page 19









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and "d/b/a"	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	72. SAI Orlando CS, LLC

	 	Florida Limited Liability Company 
 L08000116711
	 	

	 	Massey Cadillac 
 Massey Saab of Orlando 
 
 
 Massey Cadillac
South 
 
 

 (side street access; possible vehicle storage)
	 	4241 N. John Young Pkwy. 
 Orlando, FL 
 
 8819 S. Orange Blossom
Tr. 
 Orlando, FL

 
 
 1851 Landstreet Rd. 
 Orlando, FL
	 	CAR SON MAS, L.P. 
 
 
 
 CAR SON
MAS, L.P. 
 
 
 
 Sonic
Development, LLC 

	 	
 
 
 
 
 
 
 
 Sonic Development, LLC is a direct subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	73. SAI Riverside C, LLC

	 	Oklahoma Limited Liability Company 
 3512215685
	 	 	 	Riverside Chevrolet 
 (Main Facility) 
 
 (Reconditioning Facility)
	 	707 W. 51st St. 
 Tulsa, OK 
 
 2002 W. Skelly Dr. 
 Tulsa, OK
	 	Hudiburg Trusts Partnership 
 
 
 Union

Limited Liability Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	74. SAI Rockville Imports, LLC

	 	Maryland 
 Limited

Liability 
 Company 
 W12791083
	 	 	 	Rockville Audi 
 Rockville Porsche-Audi 
 Porsche of Rockville
	 	1125 Rockville Pike 
 Rockville, MD 20852
	 	SRE-Virginia 1, LLC 
 c/o Sonic Automotive,
Inc. 
 6415 Idlewild Rd., 
 Suite
109 
 Charlotte, NC
	 	Indirect Subsidiary of Sonic Automotive, Inc.






Schedule 7(f) - Page 20









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	75. SAI Rockville L, LLC

	 	Maryland 
 Limited Liability

Company 
 W12796074
	 	 	 	Lexus of Rockville
	 	15501 & 15515 Frederick Rd. 
 Rockville, MD 
 
 
 
 711 East
Gude Dr. 
 Rockville, MD 
 
 
 
 
 15814-A and
B Paramount Dr. 
 Rockville, MD
	 	Royco, Inc. 
 8121 Georgia Ave. 
 Suite
500 
 Silver Spring, MD 20910 
 
 The
Cotler Properties 
 c/o The Jaffe Group 
 5454
Wisconsin Ave. 
 Suite 1265 
 Chevy Chase, MD
20815 
 
 Beltway Cable Services
Inc. 
 15815 Paramount Dr. 
 Rockville, MD 20855	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	76. SAI TN HC1, LLC

	 	Tennessee 
 Corporation 
 0336184 

	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	77. SAI TN HC2, LLC

	 	Tennessee Limited Liability Company 0336185
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 7(f) — Page 21









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	78. SAI TN HC3, LLC

	 	Tennessee 
 Corporation 
 0336181
	 	 	 	N/A
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	79. SAI Tulsa N, LLC

	 	Oklahoma Limited Liability Company 
 3512215684
	 	 	 	Riverside Nissan
	 	8190 E. Skelly Dr. 
 Tulsa, OK
	 	Hudiburg Properties	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	80. SAI Tulsa T, LLC

	 	Oklahoma Limited Liability Company 
 3512215671
	 	 	 	Riverside Toyota 
 Riverside Scion
	 	6868 East B.A. Frontage Rd. 
 Tulsa, OK 

	 	CAR SON OK TOY L.L.C. 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	81. Santa Clara Imported
Cars, Inc.

	 	California 
 Corporation 
 C0587296
	 	

	 	Honda of Stevens Creek 
 Stevens Creek Used Cars 
 
 Stevens Creek Honda — Offsite Vehicle
Storage
	 	4590 Stevens Creek Blvd. 
 San Jose, CA 
 
 1507 South 10th
St. 
 San Jose, CA
	 	Lucas Trust Properties,

LLC 
 
 
 10th Street Land

Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	82. Sonic — 2185 Chapman Rd.,
Chattanooga, LLC

	 	Tennessee 
 Limited Liability

Company 
 0366281
	 	

	 	Economy Honda Superstore
	 	2135 Chapman Rd. 
 Chattanooga, TN
	 	Standefer Investment Company	 	 






Schedule 7(f) — Page 22









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	83. Sonic Advantage PA, L.P.

	 	Texas 
 Limited

Partnership 
 800235623 

	 	 	 	Porsche of West Houston 
 
 
 Audi West Houston 
 
 
 Performance Auto
Leasing
	 	11890 Katy Fwy. 
 Houston, TX 
 
 11850 and 11890 Katy Fwy., Houston,
TX 
 
 19550 Northwest Fwy. 
 Houston, TX
	 	SRE Texas — 2, L.P. 
 
 
 SRE Texas — 2,
L.P. 
 
 
 CARS 2 MDMLP
	 	SRE Texas — 2, L.P. is an indirect subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	84. Sonic Agency, Inc.

	 	Michigan 
 Corporation 
 35010C
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	85. Sonic Automotive — 1720
Mason Ave., DB, Inc.

	 	Florida 
 Corporation 
 P98000064005
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	86. Sonic Automotive — 1720
Mason Ave., DB, LLC

	 	Florida 
 Limited
 Liability

Company 
 L98000001576
	 	

	 	Mercedes-Benz of Daytona Beach
	 	1720 Mason Ave. 
 Daytona Beach, FL
	 	MMR Holdings, LLC	 	 






Schedule 7(f) — Page 23









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	87. Sonic Automotive 2752
Laurens 
      Rd., Greenville, Inc.

	 	South Carolina 
 Corporation
	 	 	 	Century BMW 
 Century MINI 
 
 (Parking Lot)
	 	2750 Laurens Rd. 
 Greenville, SC 
 
 17 Duvall and 2758 Laurens
Rd. 
 Greenville, SC
	 	MMR Holdings, LLC 
 
 
 Brockman Real

Estate, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88. Sonic Automotive — 3401 N. Main,

      TX, L.P.

	 	Texas 
 Limited Partnership 
 11376510
	 	 	 	Ron Craft Chevrolet Cadillac 
 Baytown Auto Collision Center
	 	4114 Hwy. 10 E. 
 Baytown, TX
	 	CAR SON BAY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	89. Sonic Automotive — 3700
West Broad 

      Street, Columbus,
Inc.

	 	Ohio 
 Corporation 
 CP13131
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	90. Sonic Automotive — 4000
West Broad 
      Street, Columbus,
Inc.

	 	Ohio 
 Corporation 
 CP13126
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	91. Sonic Automotive — 4701
I-10
      East, TX, L.P.

	 	Texas 
 Limited Partnership 
 11345010
	 	 	 	Baytown Ford
	 	4110 Hwy. 10 E. 
 Baytown, TX
	 	CAR SON BAY, L.P.	 	 






Schedule 7(f) — Page 24









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	92. Sonic Automotive 5260
Peachtree Industrial Blvd.,
LLC

	 	Georgia 
 Limited
 Liability
 Company
  K734665
	 	 	 	Dyer and Dyer Volvo
	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	93. Sonic Automotive — 6008
N. Dale Mabry, FL, Inc.

	 	Florida 
 Corporation 
 P98000084876
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	94. Sonic Automotive — 9103
E. Independence, NC, LLC

	 	North Carolina 
 Limited Liability

Company 
 0470751
	 	 	 	Infiniti of Charlotte 
 
 
 
 Infiniti of Charlotte Parking Lot
	 	9103 E. Independence Blvd. 
 Matthews, NC 

  
 9032 Scenic
Dr. 
 Matthews, NC 

	 	MMR Holdings, LLC 
 
 
 
 CAR SON
CHAR L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	95. Sonic Automotive F&I, LLC

	 	Nevada 
 Limited Liability

Company 
 LLC8620-1999
	 	 	 	 	 	7000 Las Vegas Blvd. N. 
 Suite 200 
 Las Vegas, NV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	96. Sonic Automotive of
Chattanooga, LLC

	 	Tennessee 
 Limited Liability

Company 
 0336188
	 	 	 	BMW of Chattanooga
	 	6806 E. Brainerd Rd. 
 Chattanooga, TN
	 	75 Pointe Centre Partners, LLC	 	 






Schedule 7(f) — Page 25









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	97. Sonic Automotive of
Nashville, LLC

	 	Tennessee 
 Limited Liability

Company 
 0336186
	 	 	 	BMW of Nashville 
 MINI of Nashville 
 Sonic Automotive Body Shop
	 	4040 Armory Oaks Dr. 
 Nashville, TN
	 	H.G. Hill Realty Company, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	98. Sonic Automotive of
Nevada, Inc.

	 	Nevada 
 Corporation 
 C18014-1997
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	99. Sonic Automotive of
Texas, L.P.

	 	Texas 
 Limited Partnership 
 11324210
	 	 	 	Lone Star Ford
	 	8477 North Fwy. 
 Houston, TX
	 	MMR Viking Investment Associates, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	100. Sonic Automotive
Support, LLC

	 	Nevada 
 Limited Liability

Company 
 LLC19412-2003
	 	 	 	 	 	7000 Las Vegas Blvd. N. 
 Suite 200 
 Las Vegas, NV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	101. Sonic Automotive West,
LLC

	 	Nevada 
 Limited Liability

Company 
 LLC9139-1999
	 	 	 	 	 	7000 Las Vegas Blvd. N. 
 Suite 200 
 Las Vegas, NV	 	 	 	 






Schedule 7(f) — Page 26









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	102. Sonic-Buena Park H, Inc.

	 	California 
 Corporation 
 C2356456
	 	 	 	Buena Park Honda 
 - Employee Parking 
 
 Buena Park Honda —
Main 
 
 
 Buena Park Honda — Storage
	 	7697 Beach Blvd. 
 Buena Park, CA 
 
 6411 Beach Blvd. 
 Buena
Park, CA 
 
 6192 & 6222 Manchester Ave. and Western Ave.
	 	Abbott Investments 
 
 
 Slata Lamacchia

Land Company 
 
 Morgan Adams	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	103. Sonic — Cadillac D, L.P.

	 	Texas 
 Limited 
 Partnership 
 800061917
	 	 	 	Massey Cadillac
	 	11675 LBJ Fwy. 
 Dallas, TX
	 	CAR SON MAS GAR, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	104. Sonic-Calabasas A, Inc.

	 	California 
 Corporation 
 C2413759
	 	 	 	Acura 101 West
	 	24650 Calabasas Rd. 
 Calabasas, CA
	 	CARS CNI-2 L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	105. Sonic Calabasas M, Inc.

	 	California Corporation C2975101
	 	 	 	Mercedes-Benz of Calabasas
	 	24181 Calabasas Rd. 
 Calabasas, CA
91302 
 
 
 
 
 
 
 
 Parking
lot north of and abutting above address containing 20,036 square feet, more or less
	 	Arthur D’Egidio and Assunta D’Egidio, as Trustees of the D’Egidio
Trust dated May 13, 1985 and Maria A. D’Egidio, as Trustee of the
D’Egidio Trust dated April 29, 1985 
 17401 Gresham
St. 
 Northridge, CA 91325 
 
 
 City of
Calabasas, California 
 26135 Mureau
Rd. 
 Calabasas, CA 91302 
 Attn: City Manager	 	 






Schedule 7(f) — Page 27









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	106. Sonic — Calabasas V, Inc.

	 	California 
 Corporation 
 C2501983
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	107. Sonic — Camp Ford, L.P.

	 	Texas 
 Limited
 Partnership 
 12312610
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	108. Sonic-Capitol Cadillac,
Inc.

	 	Michigan 
 Corporation 
 26619C
	 	 	 	Capitol Cadillac 
 Capitol Hummer
	 	5901 S. Pennsylvania Ave. 
 Lansing, MI
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	109. Sonic-Capitol Imports,
Inc.

	 	South  Carolina 
 Corporation
	 	 	 	Capitol Imports 
 Capitol Hyundai
	 	101 Newland Rd. 
 Columbia, SC
	 	CAR SON NEWSOME II L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	110. Sonic — Carrollton V,
L.P.

	 	Texas 
 Limited
 Partnership 
 13894610
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	111. Sonic — Carson F, Inc.

	 	California 
 Corporation 
 C2375909
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith






Schedule 7(f) — Page 28









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	112. Sonic-Carson LM, Inc.

	 	California  Corporation  C2375100
	 	 	 	 	 	6415 Idlewild Rd.  Suite 109  Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	113. Sonic-Clear Lake
Volkswagen, L.P.

	 	Texas  Limited Partnership  800207889
	 	 	 	Clear Lake Volkswagen
	 	15100 Gulf Fwy.  Houston, TX
	 	CARS-DB4, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	114. Sonic — Coast Cadillac,
Inc.

	 	California  Corporation  C2124569
	 	 	 	Coast Cadillac
	 	3399 E. Willow St.  Long Beach, CA
	 	Bixby Land Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	115. Sonic — Denver T, Inc.

	 	Colorado  Corporation  20021350687
	 	 	 	Mountain States Toyota and Scion   Mountain States Toyota
	 	201 W. 70th Ave.  Denver, CO
	 	SRE Colorado — 1, LLC
	 	Indirect subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	116. Sonic Development, LLC

	 	North Carolina Limited Liability Company  0483658
	 	 	 	 	 	6415 Idlewild Rd.  Suite 109  Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by Bruton O. Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	117. Sonic Divisional
Operations, LLC

	 	Nevada  Limited Liability
Company  LLC26157-2004
	 	 	 	 	 	7000 Las Vegas Blvd. N.  Suite 200  Las Vegas, NV
	 	Nevada Speedway, LLC	 	 






Schedule 7(f) — Page 29









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and "d/b/a"	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	118. Sonic — Downey Cadillac,
Inc.

	 	California 
 Corporation 
 C2375896
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	119. Sonic — Fort Worth T,
L.P.

	 	Texas 
 Limited

Partnership 
 13920710 

	 	 	 	Toyota of Fort Worth 
 Scion of Fort Worth
	 	9001 Camp Bowie W. 
 Fort Worth, TX
	 	SON MCKNY II, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	120. Sonic — Frank Parra
Autoplex, L.P.

	 	Texas 
 Limited

Partnership 
 800079059 

	 	 	 	Frank Parra Chevrolet 
 
 
 Frank Parra Chrysler Jeep 
 Frank Parra Chrysler Jeep Dodge
	 	1000 E. Airport Fwy. 
 Irving, TX 
 
 700 E. Airport
Fwy. 
 Irving, TX 

	 	CAR SON PARR L.P. 
 
 
 CAR SON PARR L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	121. Sonic Fremont, Inc.

	 	California Corporation C2935225
	 	 	 	Jaguar Fremont 
 Land Rover Fremont 
 Volvo Fremont
	 	5601 and 5701 Cushing Pkwy. 
 Fremont, CA
	 	NICPA of Fremont, Ltd. 
 c/o NICPA Interest, Inc., its
general partner 
 Attention: Ricardo M. Weitz,
President 
 9896 Bissonnet, 5th Floor 
 Houston,
Texas 77036	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	122. Sonic — Harbor City H,
Inc.

	 	California 
 Corporation 
 C2356454
	 	 	 	Carson Honda 

	 	1435 E. 223rd St. 
 Carson, CA
	 	ENRI 2, LLC 
 
	 	 






Schedule 7(f) - Page 30









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	123. Sonic Houston JLR, LP

	 	Texas Limited Partnership 800735509
	 	 	 	Jaguar Houston North 
 Land Rover Houston North
	 	18205 Interstate 45 N 
 Houston, TX
	 	NICPA Holdings, Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	124. Sonic Houston LR, L.P.

	 	Texas 
 Limited Partnership 
 800236309
	 	 	 	Land Rover Houston Central 
 
 
 Jaguar Houston Central 

	 	7019 Old Katy Rd. 
 Houston, TX 
 
 7025 Old Katy
Rd. 
 Houston, TX
	 	Capital Automotive, LP 
 
 
 SRE Texas —
7, L.P.
	 	SRE Texas — 7, L.P. is an indirect subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	125. Sonic — Houston V, L.P.

	 	Texas 
 Limited Partnership 
 15286810
	 	 	 	Volvo of Houston 
 
 
 (Body Shop)
	 	11950 Old Katy Rd. 
 Houston, TX 
 
 1321 Sherwood Forest
Dr. 
 Houston, TX
	 	CAR SON NSV II, L.P. 
 
 
 CAR SON NSV II,
L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	126. Sonic-Jersey Village
Volkswagen, L.P.

	 	Texas 
 Limited Partnership 
 800207902
	 	 	 	Momentum Volkswagen of Jersey Village
	 	19550 Northwest Fwy. 
 Houston, TX
	 	CAR 2 MOM, LP 
 
 Elcon Properties, Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	127. Sonic — Las Vegas C
East, LLC

	 	Nevada 
 Limited Liability

Company 
 LLC7435-2000
	 	 	 	Cadillac of Las Vegas
	 	2711 E. Sahara Ave. 
 Las Vegas, NV
	 	GIHM, LLC	 	 






Schedule 7(f) — Page 31









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	128. Sonic — Las Vegas C
West, LLC

	 	Nevada 
 Limited Liability

Company 
 LLC7434-2000
	 	 	 	Cadillac of Las Vegas — West
	 	5185 W. Sahara Ave. 
 Las Vegas, NV
	 	TAS Holding Limited Partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	129. Sonic — Lloyd Nissan,
Inc.

	 	Florida 
 Corporation 
 P99000014918
	 	 	 	

	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	130. Sonic — Lloyd Pontiac -
Cadillac, Inc.

	 	Florida 
 Corporation 
 P99000014911
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC 

	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	131. Sonic — Lone Tree
Cadillac, Inc.

	 	Colorado 
 Corporation 
 20021021609
	 	 	 	Don Massey Cadillac 
 
 
 Don Massey Collision Center
	 	8201 Parkway Dr. 
 Lone Tree, CO 
 
 6208 E. County Line
Rd. 
 Littleton, CO
	 	County Line, LLC 
 Argonaut Holdings,

LLC 
 
 Sunrise Real Estate Services Colorado LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	132. Sonic — LS Chevrolet,
L.P.

	 	Texas 
 Limited Partnership 
 11958210
	 	 	 	Lone Star Chevrolet 
 
 
 Lone Star Chevrolet Parking Lot
	 	18800 North Fwy. 
 Houston, TX 
 
 18990 Northwest
Fwy. 
 Houston, TX
	 	CARS-DB4, L.P. 
 
 
 CAR SON STAR,
L.P. 
	 	 






Schedule 7(f) — Page 32









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	133. Sonic — LS, LLC

	 	Delaware 
 Limited Liability

Company 
 3440418
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	134. Sonic — Lute Riley, L.P.

	 	Texas 
 Limited Partnership 
 11869810
	 	

	 	Lute Riley Honda 
 
 
 (Body Shop) 

	 	1331 N. Central Expy. 
 Richardson, TX 
 
 13561 Goldmark
Dr. 
 Richardson, TX
	 	MMR Viking Investment Associates, LP 
 
 CARS
(SON-105)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	135. Sonic — Manhattan
Fairfax, Inc.

	 	Virginia 
 Corporation 
 0521177-6
	 	

	 	BMW of Fairfax 
 
 
 (Parking Facility)
	 	8427 Lee Hwy. 
 Fairfax, VA 
 
 8435 Lee Hwy. 
 Fairfax, VA
	 	MMR Holdings, LLC 
 
 
 Cockrill Carr, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	136. Sonic — Massey
Chevrolet, Inc.

	 	California 
 Corporation 
 C2375359
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	137. Sonic — Mesquite
Hyundai, L.P.

	 	Texas 
 Limited Partnership 
 800087803
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith






Schedule 7(f) — Page 33









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	138. Sonic Momentum B, L.P.

	 	Texas 
 Limited Partnership 
 800235477
	 	 	 	Momentum BMW 
 Momentum MINI 
 
 Momentum BMW (West) 
 
 
 (Momentum
Body Shop) 

	 	10002 Southwest Fwy. 
 Houston, TX 
 
 15865 Katy
Fwy. 
 Houston, TX 
 
 9911 Centre Pkwy. 
 Houston, TX
	 	CARS CNI-2, LP 
 
 
 RMC AutoSonic BMWN,
L.P. 
 
 CARS CNI-2, L.P. 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	139. Sonic Momentum JVP, L.P.

	 	Texas 
 Limited Partnership 
 800235475
	 	 	 	Jaguar Southwest Houston 
 Land Rover Southwest 

Houston Momentum Volvo 
 

 Momentum
Porsche
	 	10150 Southwest Fwy. 
 Houston, TX 
 
 
 
 10155
Southwest Fwy. 
 Houston, TX
	 	CARS CNI-2,
LP 
 
 
 
 
 SRE Texas —
3, L.P.
	 	
 
 
 
 
 SRE Texas — 3, L.P. is an indirect subsidiary of Sonic Automotive, Inc.






Schedule 7(f) — Page 34









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	140. Sonic Momentum VWA, L.P.

	 	Texas 
 Limited Partnership 
 800207910
	 	 	 	Momentum Volkswagen 
 
 
 Momentum Audi Certified Pre-Owned Sales 
 
 Momentum
Audi 
 
 
 Momentum Audi Back Lot (Storage) 
 
 Momentum Audi — Parking
	 	2405 Richmond Ave. 
 Houston, TX 
 
 2309 Richmond
Ave. 
 Houston, TX 
 
 2315 Richmond Ave. 
 Houston,
TX 
 
 3717-3725 Revere St. 
 Houston, TX 
 
 2401
Portsmouth 
 Houston, TX
	 	RMC Auto Sonic VWA, LP 
 
 
 RMC Auto

Sonic VWA, LP 
 
 
 CAR 2 MOM,
LP 
 
 
 La Mesa Properties
Limited 
 
 
 La Mesa Properties Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	141. Sonic — Newsome
Chevrolet World, Inc.

	 	South Carolina 
 Corporation 

	 	 	 	Capitol Chevrolet 

	 	111 Newland Rd. 
 Columbia, SC
	 	CAR SON NEWSOME II L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	142. Sonic — Newsome of
Florence, Inc.

	 	South Carolina 
 Corporation
	 	

	 	Newsome Automotive (Mercedes) 
 Imports of Florence (BMW) 
 Newsome Chevrolet
	 	2199 David McLeod Blvd. 
 Florence, SC
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	143. Sonic of Texas, Inc.

	 	Texas 
 Corporation 
 150782300
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith






Schedule 7(f) — Page 35









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	144. Sonic Peachtree
Industrial Blvd., L.P.

	 	Georgia 
 Limited Partnership 
 K739239
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	145. Sonic-Plymouth Cadillac,
Inc.

	 	Michigan 
 Corporation 
 26618C
	 	 	 	Don Massey Cadillac
	 	40475 Ann Arbor Rd. 
 Plymouth, MI
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	146. Sonic Resources, Inc.

	 	Nevada 
 Corporation 
 C24652-2001
	 	 	 	 	 	7000 Las Vegas Blvd. N. 
 Suite 200 
 Las Vegas, NV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	147. Sonic — Richardson F,
L.P.

	 	Texas 
 Limited Partnership 
 14037410
	 	 	 	North Central Ford
	 	1819 N. Central Expy. 
 Richardson, TX
	 	Baillargeon Family LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	148. Sonic — Sanford
Cadillac, Inc.

	 	Florida 
 Corporation 
 P02000010148
	 	 	 	Massey Cadillac of Sanford
	 	3700 S. Hwy. 17-92 
 Sanford, FL
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





Schedule 7(f) — Page 36









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	149. Sonic Santa Monica M,
Inc.

	 	California 
 Corporation 
 C2727452
	 	 	 	W.I.
Simonson 
 
 
 
 
 
 (Service) 
 
 
 (Parking)
	 	1626 Wilshire Blvd. 
 Santa Monica, CA 
 
 1330 Colorado
Ave. 
 Santa Monica, CA 
 
 1215 — 17th St. 
 Santa Monica,
CA 
 
 1415 Euclid & 1308 Santa Monica Blvd. 
 Santa Monica, CA
	 	17th & Wilshire
Partnership 
 
 
 Investment Co. of Santa
Monica 
 
 7R
Apartments 
 
 
 Frances M. Rehwald,
Trustee, Frances M. Rehwald Family
Trust 
 
 Judith A. Richards, Trustee, Judity a.
Richards Separate Property Trust 
 
 William J.S.
Rehwald, Trustee, William J.S. Rehwald Separate Property
Trust 
 
 Frances M. Rehwald, Judith a. Richards,
William J.S. Rehwald, Trustees, Mary F. Rehwald Separate Property
Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	150. Sonic Santa Monica S,
Inc.

	 	California Corporation C2788444 

	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC 

	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	151. Sonic-Saturn of Silicon
Valley, Inc.


	 	California 
 Corporation 
 C2547838
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	Chartown d/b/a Independence Office Park
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	152. Sonic — Shottenkirk, Inc.

	 	Florida 
 Corporation 
 P99000043291
	 	 	 	Pensacola Honda
	 	5600 Pensacola Blvd. 
 Pensacola, FL
	 	MMR Holdings, LLC	 	 






Schedule 7(f) — Page 37









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	153. Sonic — Stevens Creek B,
Inc.

	 	California 
 Corporation 
 C0723787
	 	 	 	Stevens Creek BMW 
 
 
 
 
 
 Stevens Creek BMW — Offsite Vehicle
Storage
	 	4343 Stevens Creek Blvd. 
 San Jose, CA 
 
 4333 Stevens Creek
Blvd. 
 San Jose, CA 
 
 1507 S. 10th St. 
 San Jose, CA
	 	Lucas Trust Properties, LLC 
 
 
 Lucas

Trust Properties,

LLC 
 
 
 10th Street Land

Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	154. Sonic — Stone Mountain
T, L.P.

	 	Georgia 
 Limited Partnership 
 0342795
	 	 	 	Stone Mountain Toyota 
 Stone Mountain Scion
	 	5065 U.S. Hwy. 78 
 Stone Mountain, GA
	 	Stone Mountain Real Estate Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	155. Sonic Tysons Corner H,
Inc.

	 	Virginia 
 Corporation 
 0645231-2 

	 	 	 	Honda of Tysons Corner 
 
 
 (Body Shop) 
 
 
 (Storage
Lot) 
 
 
 
 
 
 (Storage Lot)
	 	1580 Spring Hill Rd. 
 Vienna, VA 
 
 1548 Spring Hill
Rd. 
 Vienna, VA 
 
 Two acres adjacent to 1592 Spring Hill
Rd. 
 
 One acre lot on Tyco Rd. at corner of Spring Hill
Rd. 
 
 8521 Leesburg Pike 
 Vienna, VA
	 	CARS-DB1, LLC 
 
 
 CARS
(ROS-006) 
 
 
 CARS
(ROS-001) 
 
 
 Robert
Rosenthal 
 
 
 
 Brandywine
Realty Trust	 	 






Schedule 7(f) — Page 38









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	156. Sonic Tysons Corner
Infiniti, Inc.

	 	Virginia 
 Corporation 
 0645232-0
	 	 	 	Infiniti of Tysons Corner
	 	8527 Leesburg Pike 
 Vienna, VA
	 	Capital Automotive, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	157. Sonic — University Park
A, L.P.

	 	Texas 
 Limited Partnership 
 13748310
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC 

	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	158. Sonic-Volvo LV, LLC

	 	Nevada 
 Limited Liability

Company 
 LLC6829-1999
	 	 	 	Volvo of Las Vegas
	 	7705 W. Sahara Ave. 
 Las Vegas, NV
	 	Berberian Properties, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	159. Sonic Walnut Creek M,
Inc.

	 	California 
 Corporation 
 C2508517 

	 	 	 	Mercedes-Benz of Walnut Creek 
 
 (Parking) 
 
 
 (Jensen
Lease) 
 
 
 
 
 
 (Storage)
	 	1301 Parkside Dr. 
 Walnut Creek, CA 
 
 1268 Pine St. 
 Walnut
Creek, CA 
 
 1360 Pine St. 
 Walnut Creek,
CA 
 
 
 
 
 1413 Carlback Ave. 
 Walnut
Creek, CA
	 	Stead Leasing, Inc. 
 
 
 Janet
Murray 
 
 
 Peter C. Jensen, Trustee of
the Peter Cole Jensen and Sharon A. Jensen Living Trust dated
December 23, 1986 
 
 JoAnn Bertino	 	 






Schedule 7(f) — Page 39









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	160. Sonic—West Covina T, Inc.

	 	California 
 Corporation 
 C2356455
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	161. Sonic — Williams
Cadillac, Inc.

	 	Alabama 
 Corporation 
 D/C 199-219
	 	

	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC 

	 	Chartown d/b/a Independence Office Park 

	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	162. Sonic Wilshire Cadillac,
Inc.

	 	California Corporation C2882071
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC 

	 	Chartown d/b/a Independence Office Park 

	 	A portion of Chartown is indirectly owned by O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	163. SRE Alabama — 2, LLC

	 	Alabama Limited Liability Company 
 670-275
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	164. SRE Alabama—5, LLC

	 	Alabama Limited Liability Company 
 DLL 691-622
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 7(f) — Page 40









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	165. SRE California — 1, LLC

	 	California Limited Liability Company 
 200202910110
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	166. SRE California—2, LLC

	 	California Limited Liability Company 
 200202910111
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	167. SRE California — 4, LLC

	 	California Limited Liability Company 
 200202810144
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	168. SRE Colorado — 1, LLC

	 	Colorado Limited Liability Company 
 20021330518
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	169. SRE Florida — 1, LLC

	 	Florida Limited Liability Company 
 L00000006050
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 7(f) — Page 41









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	170. SRE Florida — 2, LLC

	 	Florida Limited Liability Company 
 L00000006045
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	171. SRE Holding, LLC

	 	North Carolina Corporation 
 0551475
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	172. SRE North Carolina — 2,
LLC

	 	North Carolina Limited Liability Company 
 0682830
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	173. SRE Oklahoma—1, LLC

	 	Oklahoma Limited Liability Company 
 3500697104
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	174. SRE Oklahoma —2, LLC

	 	Oklahoma Limited Liability Company 3500697105
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	175. SRE Oklahoma—5, LLC

	 	Oklahoma Limited Liability Company 
 3500697108
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 7(f) — Page 42









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	176. SRE South Carolina—3, LLC

	 	South Carolina Limited Liability Company 
 N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	177. SRE South Carolina — 4,
LLC

	 	South Carolina Limited Liability Company 
 N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	178. SRE Tennessee—4, LLC

	 	Tennessee Limited Liability Company 0450279
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	179. SRE Texas — 1, L.P.

	 	Texas Limited Partnership 
 00135233-10
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	180. SRE Texas — 2, L.P.

	 	Texas Limited Partnership 
 00135234-10
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	181. SRE Texas — 3, L.P.

	 	Texas Limited Partnership 
 00135235-10
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 7(f) — Page 43









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	182. SRE Texas — 4, L.P.

	 	Texas Limited Partnership 
 800048705
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	183. SRE Texas — 5, L.P.

	 	Texas Limited Partnership 800048740
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	184. SRE Texas — 6, L.P.

	 	Texas Limited Partnership 
 800048741
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	185. SRE Texas — 7, L.P.

	 	Texas Limited Partnership 
 800048742
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	186. SRE Texas — 8, L.P.

	 	Texas Limited Partnership 
 800048743
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	187. SRE Virginia — 1, LLC

	 	Virginia Limited Liability Company 5050246-0
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	188. SRealEstate Arizona — 2,
LLC

	 	Arizona Limited Liability Company 
 L-0951252-2
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 7(f) — Page 44









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	189. SRealEstate Arizona — 3,
LLC

	 	Arizona Limited Liability Company 
 L-0951282-8
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	190. Stevens Creek Cadillac,
Inc.

	 	California 
 Corporation 
 C1293380
	 	

	 	St. Claire Cadillac 
 
 
 St. Claire Cadillac — Offsite Vehicle Storage
	 	3737 Stevens Creek Blvd. 
 Santa Jose, CA 
 
 1507 South 10th St., San
Jose, CA
	 	Lucas Trust Properties,
LLC 
 
 
 10th Street Land
Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	191. Town and Country Ford,
Incorporated


	 	North Carolina 
 Corporation 
 0148959
	 	 	 	 	 	5401 E. Independence Blvd. 
 Charlotte, NC
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	192. Village Imported Cars,
Inc.

	 	Maryland 
 Corporation 
 D00308593
	 	 	 	 	 	6415 Idlewild Rd. 
 Suite 109 
 Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown is indirectly owned by O. Bruton Smith






Schedule 7(f) — Page 45









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	 	 	Relationship of
	 	 	Formation/	 	Address of	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Form of	 	Chief	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	193. Windward, Inc.

	 	Hawaii 
 Corporation 
 41788D1
	 	 	 	Honda of Hayward 
 (Service) 
 
 Ground
Lease 
 (Sales) 
 
 
 (Vehicle Display) 
 
 
 (Vehicle
Storage) 
 
 
 Ground Lease 
 (Sales)
	 	24895 Mission Blvd. 
 Hayward, CA 
 
 24947-24975 Mission
Blvd. 
 Hayward, CA 
 
 24919 Mission Blvd. 
 Hayward,
CA 
 
 Fletcher Ln. 
 Hayward, CA 
 
 24933 Mission
Blvd. 
 Hayward, CA 

	 	Lucas Trust Properties, LLC 
 
 
 Barbara
Harrison 
 
 
 
 SRE California —
2, LLC 
 
 
 SRE California — 2,
LLC 
 
 
 Paul Y.
Fong 
 
 

	 	
 
 
 
 
 
 
 SRE California — 2, LLC is an indirect subsidiary of Sonic Automotive, Inc.






Schedule 7(f) — Page 46









 








Schedule 9(e)


INVESTMENT PROPERTY





	1.	 	North Point Imports, L.L.C. (50% noncontrolling joint venture interest with unrelated party)
	 
	2.	 	Restricted Equity Interests (as defined in the Escrow and Security Agreement)
	 
	3.	 	Investments in Unrestricted Subsidiaries (as defined in the Revolving Credit Agreement)




Schedule 9(e) — Page 1









 











Schedule 9(i)



COMMERCIAL TORT CLAIMS



NORTH CAROLINA



Sonic Automotive, Inc. v. Mercedes-Benz USA, LLC (Case No. 08-CVS-4259, North Carolina Superior
Court)





	 	 	This lawsuit was filed by Sonic Automotive, Inc., as plaintiff, against Mercedes-Benz USA, LLC, as
defendant, in North Carolina Superior Court in 2008 alleging that MBUSA improperly refused to
approve Sonic’s proposed acquisition of a Mercedes-Benz dealership located in Charlotte, North
Carolina. Sonic is seeking monetary damages and equitable relief in this action. Trial is
currently scheduled to occur in April 2010.






Schedule 9(i) — Page 1