exv10w64







Exhibit 10.64




NOTE




January 15, 2010




     FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the
“Borrowers”) hereby promises, jointly and severally, to pay to WACHOVIA BANK, NATIONAL
ASSOCIATION or registered assigns (the “Lender”), in accordance with the provisions of the
Credit Agreement (as hereinafter defined), the principal amount of each New Vehicle Floorplan Loan
from time to time made by the Lender to Sonic Automotive, Inc. (the “Company”) or any New
Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan
Loan from time to time made by the Lender to the Company under that certain Syndicated New and Used
Vehicle Floorplan Credit Agreement, dated as of January 15, 2010 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”,
the terms defined therein being
used herein as therein defined), among the Company, certain Subsidiaries of the Company from
time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and Bank
of America, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the
Secured Parties).



     Each Borrower promises, jointly and severally, to pay interest on the unpaid principal amount
of each Loan from the date of such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until
such principal amount is paid in full, at such interest rates and at such times as provided in the
Credit Agreement. Except as otherwise provided in Section 2.03(h) with respect to New
Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle
Floorplan Swing Line Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum rate set forth in
the Credit Agreement.



     This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided
therein. This Note is also entitled to the benefits of the Guaranties and is secured by the
Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the
Credit Agreement) become, or may be declared to be, immediately due and payable all as provided in
the Credit Agreement. New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans made by the
Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the
ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon
the date, amount and maturity of its New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans
and payments with respect thereto.



     Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.



 









 





     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA.



	 	 	 	 	 
	 	



SONIC AUTOMOTIVE, INC.

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


	 	 	 	 	 
	 	FAA CONCORD H, INC.

FAA LAS VEGAS H, INC.

FAA POWAY H, INC.

FAA SANTA MONICA V, INC.

FAA SERRAMONTE H, INC.

FAA SERRAMONTE, INC.

FAA STEVENS CREEK, INC.

FRANCISCAN MOTORS, INC.

KRAMER MOTORS INCORPORATED

SAI COLUMBUS MOTORS, LLC

SAI COLUMBUS VWK, LLC

SAI FORT MYERS H, LLC

SAI FORT MYERS VW, LLC

SAI IRONDALE IMPORTS, LLC

SAI MONTGOMERY CH, LLC

SAI NASHVILLE H, LLC

SAI NASHVILLE MOTORS, LLC

SAI OKLAHOMA CITY H, LLC

SAI TULSA N, LLC

SANTA CLARA IMPORTED CARS, INC.

SONIC – 2185 CHAPMAN RD., CHATTANOOGA, LLC

SONIC – HARBOR CITY H, INC.

SONIC – SHOTTENKIRK, INC.

SONIC AUTOMOTIVE – 9103 E. INDEPENDENCE, NC, LLC
 	 



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



NOTE

(Syndicated New and Used Vehicle Floorplan Credit Agreement)

Signature Page







 









 








	 	 	 	 	 
	 	SONIC AUTOMOTIVE 5260 PEACHTREE      INDUSTRIAL BLVD., LLC 

SONIC FREMONT, INC.

SONIC TYSONS CORNER H, INC.

SONIC TYSONS CORNER INFINITI, INC.

SONIC-BUENA PARK H, INC.

SONIC-CALABASAS A, INC.

SONIC-CAPITOL IMPORTS, INC.

SONIC-VOLVO LV, LLC

WINDWARD, INC.

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

SONIC – HOUSTON V, L.P.

SONIC – LUTE RILEY, L.P.

SONIC ADVANTAGE PA, L.P.

SONIC HOUSTON JLR, LP

SONIC HOUSTON LR, L.P.

SONIC MOMENTUM JVP, L.P.

SONIC MOMENTUM VWA, L.P.

SONIC-CLEAR LAKE VOLKSWAGEN, L.P.

SONIC-JERSEY VILLAGE VOLKSWAGEN, 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 	 
	 



NOTE

(Syndicated New and Used Vehicle Floorplan Credit Agreement)

Signature Page








 









 








LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	 	 	 	 	Principal or	 	Outstanding	 	 
	 	 	 	 	 	 	End of	 	Interest	 	Principal	 	 
	 	 	Type of	 	Amount of	 	Interest	 	Paid This	 	Balance	 	Notation
	Date	 	Loan Made	 	Loan Made	 	Period	 	Date	 	This Date	 	Made By