exv10w47






Exhibit 10.47





 





Published CUSIP Number:                     



AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of January 15, 2010




among




SONIC AUTOMOTIVE, INC.,




BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and an L/C Issuer,




THE OTHER LENDERS PARTY HERETO




and




BANC OF AMERICA SECURITIES LLC,

as

Sole Lead Arranger and Sole Book Manager




 








 









 








TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	 	Page
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	1.01 Assignments and Allocations; Amendment and Restatement
	 	 	1	 
	1.02 Defined Terms
	 	 	3	 
	1.03 Other Interpretive Provisions
	 	 	42	 
	1.04 Accounting Terms
	 	 	43	 
	1.05 Rounding
	 	 	44	 
	1.06 Times of Day
	 	 	44	 
	1.07 Letter of Credit Amounts
	 	 	45	 
	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	45	 
	 
	2.01 Committed Loans
	 	 	45	 
	2.02 Borrowings, Conversions and Continuations of Committed Loans
	 	 	45	 
	2.03 Letters of Credit
	 	 	46	 
	2.04 Swing Line Loans
	 	 	55	 
	2.05 Prepayments
	 	 	58	 
	2.06 Termination or Reduction of Commitments
	 	 	59	 
	2.07 Repayment of Loans
	 	 	60	 
	2.08 Interest
	 	 	60	 
	2.09 Fees
	 	 	60	 
	2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
	 	 	61	 
	2.11 Evidence of Debt
	 	 	62	 
	2.12 Payments Generally; Administrative Agent’s Clawback
	 	 	62	 
	2.13 Sharing of Payments by Lenders
	 	 	64	 
	2.14 Increase in Commitments
	 	 	65	 
	2.15 Cash Collateral and Other Credit Support
	 	 	66	 
	2.16 Defaulting Lenders. (a) Adjustments
	 	 	67	 
	 
	ARTICLE IIA. SECURITY
	 	 	69	 
	 
	2A.01. Security
	 	 	69	 
	2A.02. Further Assurances
	 	 	69	 
	2A.03. Information Regarding Collateral
	 	 	69	 






 









 






TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	 	Page
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	70	 
	3.01 Taxes
	 	 	70	 
	3.02 Illegality
	 	 	74	 
	3.03 Inability to Determine Rates
	 	 	74	 
	3.04 Increased Costs
	 	 	75	 
	3.05 Mitigation Obligations; Replacement of Lenders
	 	 	76	 
	3.06 Survival
	 	 	77	 
	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	77	 
	 
	4.01 Conditions of Initial Credit Extension
	 	 	77	 
	4.02 Conditions to all Credit Extensions
	 	 	81	 
	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES
	 	 	81	 
	 
	5.01 Existence, Qualification and Power; Compliance with Laws
	 	 	81	 
	5.02 Authorization; No Contravention
	 	 	82	 
	5.03 Governmental Authorization; Other Consents
	 	 	82	 
	5.04 Binding Effect
	 	 	82	 
	5.05 Financial Statements; No Material Adverse Effect; No Internal Control Event
	 	 	82	 
	5.06 Litigation
	 	 	83	 
	5.07 No Default
	 	 	83	 
	5.08 Ownership of Property; Liens
	 	 	83	 
	5.09 Environmental Compliance
	 	 	84	 
	5.10 Insurance
	 	 	84	 
	5.11 Taxes
	 	 	84	 
	5.12 ERISA Compliance
	 	 	84	 
	5.13 Subsidiaries; Equity Interests
	 	 	85	 
	5.14 Margin Regulations; Investment Company Act
	 	 	85	 
	5.15 Disclosure
	 	 	85	 
	5.16 Compliance with Laws
	 	 	86	 
	5.17 Intellectual Property; Licenses, Etc
	 	 	86	 
	5.18 Books and Records
	 	 	86	 






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TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	 	Page
	5.19 Franchise Agreements and Framework Agreements
	 	 	86	 
	5.20 Collateral
	 	 	87	 
	5.21 Solvency
	 	 	87	 
	5.22 Labor Matters
	 	 	87	 
	5.23 Acquisitions
	 	 	87	 
	5.24 Real Estate Indebtedness
	 	 	87	 
	5.25 Permitted Service Loaner Indebtedness
	 	 	87	 
	 
	ARTICLE VI. AFFIRMATIVE COVENANTS
	 	 	88	 
	 
	6.01 Financial Statements
	 	 	88	 
	6.02 Certificates; Other Information
	 	 	89	 
	6.03 Notices
	 	 	92	 
	6.04 Payment of Obligations
	 	 	93	 
	6.05 Preservation of Existence, Etc.; Maintenance of Vehicle Title Documentation
	 	 	94	 
	6.06 Maintenance of Properties; Repairs
	 	 	94	 
	6.07 Maintenance of Insurance
	 	 	94	 
	6.08 Compliance with Laws and Contractual Obligations
	 	 	94	 
	6.09 Books and Records
	 	 	95	 
	6.10 Inspection Rights
	 	 	95	 
	6.11 Use of Proceeds
	 	 	95	 
	6.12 [Intentionally Omitted]
	 	 	95	 
	6.13 Location of Collateral
	 	 	95	 
	6.14 Additional Subsidiaries
	 	 	95	 
	6.15 Further Assurances
	 	 	96	 
	6.16 Landlord Waivers
	 	 	97	 
	6.17 Notices regarding Indebtedness
	 	 	97	 
	6.18 Joinder of Additional Silo Lenders
	 	 	97	 
	6.19 Deposit Accounts
	 	 	97	 
	6.20 Post-Closing Intercreditor Agreements
	 	 	97	 
	 
	ARTICLE VII. NEGATIVE COVENANTS
	 	 	98	 






iii 









 






TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	 	Page
	7.01 Liens
	 	 	98	 
	7.02 Investments
	 	 	99	 
	7.03 Indebtedness
	 	 	100	 
	7.04 Fundamental Changes
	 	 	102	 
	7.05 Dispositions
	 	 	103	 
	7.06 Restricted Payments
	 	 	104	 
	7.07 Change in Nature of Business
	 	 	104	 
	7.08 Transactions with Affiliates
	 	 	104	 
	7.09 Burdensome Agreements
	 	 	104	 
	7.10 Use of Proceeds
	 	 	105	 
	7.11 Financial Covenants
	 	 	105	 
	7.12 Acquisitions
	 	 	105	 
	7.13 Revolving Borrowing Base
	 	 	106	 
	7.14 Amendments of Certain Indebtedness
	 	 	106	 
	7.15 Prepayments, etc. of Certain Indebtedness
	 	 	106	 
	7.16 Silo Subsidiaries
	 	 	107	 
	7.17 Dual Subsidiaries
	 	 	107	 
	7.18 Related Swap Contracts
	 	 	107	 
	7.19 Disposition of Subsidiary or Franchise
	 	 	107	 
	7.20 Additional Credit Support Documentation
	 	 	107	 
	7.21 Perfection of Deposit Accounts
	 	 	108	 
	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
	 	 	108	 
	 
	8.01 Events of Default
	 	 	108	 
	8.02 Remedies Upon an Event of Default
	 	 	110	 
	8.03 Application of Funds
	 	 	111	 
	 
	ARTICLE IX. ADMINISTRATIVE AGENT
	 	 	113	 
	 
	9.01 Appointment and Authority
	 	 	113	 
	9.02 Rights as a Lender
	 	 	113	 
	9.03 Exculpatory Provisions
	 	 	113	 
	9.04 Reliance by Administrative Agent
	 	 	114	 






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TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	 	Page
	9.05 Delegation of Duties
	 	 	115	 
	9.06 Resignation of Administrative Agent
	 	 	115	 
	9.07 Non-Reliance on Administrative Agent and Other Lenders
	 	 	116	 
	9.08 No Other Duties, Etc
	 	 	116	 
	9.09 Administrative Agent May File Proofs of Claim
	 	 	116	 
	9.10 Collateral and Guaranty Matters
	 	 	117	 
	9.11 Secured Cash Management Arrangements and Secured Hedge Agreements
	 	 	118	 
	 
	ARTICLE X. MISCELLANEOUS
	 	 	118	 
	 
	10.01 Amendments, Etc
	 	 	118	 
	10.02 Notices; Effectiveness; Electronic Communication
	 	 	120	 
	10.03 No Waiver; Cumulative Remedies
	 	 	122	 
	10.04 Expenses; Indemnity; Damage Waiver
	 	 	122	 
	10.05 Payments Set Aside
	 	 	124	 
	10.06 Successors and Assigns
	 	 	125	 
	10.07 Treatment of Certain Information; Confidentiality
	 	 	129	 
	10.08 Right of Setoff
	 	 	130	 
	10.09 Interest Rate Limitation
	 	 	131	 
	10.10 Counterparts; Integration; Effectiveness
	 	 	131	 
	10.11 Survival of Representations and Warranties
	 	 	131	 
	10.12 Severability
	 	 	131	 
	10.13 Replacement of Lenders
	 	 	132	 
	10.14 Governing Law; Jurisdiction; Etc
	 	 	132	 
	10.15 Waiver of Jury Trial
	 	 	133	 
	10.16 USA PATRIOT Act Notice
	 	 	134	 
	10.17 Designated Senior Indebtedness
	 	 	134	 
	 
	 	 	 	 
	SIGNATURES
	 	 	S-1	 






v 









 






	 	 	 
	SCHEDULES	 	 
	Schedule 1.01A

	 	Silo Subsidiaries
	Schedule 1.01B

	 	Dual Subsidiaries
	Schedule 1.01C

	 	Certain ERISA Information
	Schedule 2.01

	 	Commitments and Applicable Percentages
	Schedule 2.03

	 	Existing Letters of Credit
	Schedule 2A.03(a)

	 	Information Regarding Collateral
	Schedule 4.01

	 	Good Standing Jurisdictions and Foreign Qualifications
	Schedule 5.05

	 	Certain Indebtedness
	Schedule 5.06

	 	Litigation
	Schedule 5.13

	 	Subsidiaries; Other Equity Investments
	Schedule 5.19

	 	Franchise Agreements
	Schedule 6.13

	 	Location of Collateral
	Schedule 7.01

	 	Existing Liens
	Schedule 7.03

	 	Existing Indebtedness
	Schedule 10.02

	 	Administrative Agent’s Office; Certain Addresses for Notices






	 	 	 
	EXHIBITS	 	 
	 

	 	Form of
	Exhibit A

	 	Committed Loan Notice
	Exhibit B

	 	Swing Line Loan Notice
	Exhibit C

	 	Note
	Exhibit D

	 	Assignment and Assumption
	Exhibit E

	 	Amended and Restated Subsidiary Guaranty
	Exhibit F

	 	Compliance Certificate
	Exhibit G

	 	Joinder Agreement
	Exhibit H-1

	 	Amended and Restated Pledge Agreement
	Exhibit H-2

	 	Amended and Restated Escrow and Security Agreement
	Exhibit H-3

	 	Amended and Restated Sonic Financial Pledge Agreement
	Exhibit I

	 	Revolving Borrowing Base Certificate
	Exhibit J

	 	Amended and Restated Security Agreement
	Exhibit K

	 	Opinion Matters
	Exhibit L

	 	Master Intercreditor Agreement
	Exhibit M

	 	Report of Letter of Credit Information
	Exhibit N

	 	Ford Motor Credit Consent






vi 









 






AMENDED AND RESTATED CREDIT AGREEMENT




     This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January
15, 2010, among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each lender
from time to time party hereto (collectively, the “Lenders” and individually, a
“Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer.



     The Company, certain Subsidiaries of the Company party thereto, certain of the Lenders (the
“Existing Lenders”) and the Administrative Agent entered into that certain Credit Agreement
dated as of February 17, 2006, as amended by (i) that certain Amendment No. 1 to Credit Agreement
and Security Agreement dated as of May 25, 2006, (ii) that certain Amendment No. 2 to Credit
Agreement and Security Agreement dated as of April 24, 2007, (iii) that certain Amendment No. 3 to
Credit Agreement dated as of June 3, 2008, (iv) that certain (A) Limited Short-Term Amendment to
Credit Agreement until May 4, 2009 and (B) Amendment No. 4 to Credit Agreement and Consolidated
Amendment to Other Loan Documents dated as of March 31, 2009, (v) that certain Amendment No. 5 to
Credit Agreement dated as of May 4, 2009, and (vi) that certain Amendment No. 6 to Credit Agreement
dated as of September 11, 2009 (as amended, supplemented or otherwise modified prior to (but
excluding) the date hereof, the “Existing Credit Agreement”), pursuant to which certain of
the Existing Lenders agreed to make a revolving credit facility, a revolving new vehicle floorplan
facility and a revolving used vehicle floorplan facility available to the Borrowers in accordance
with the terms thereof.



     The Company has requested that the Lenders amend and restate the Existing Credit Agreement in
order to continue to provide a revolving credit facility and extend the maturity thereof and the
Lenders are willing to do so on the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Assignments and Allocations; Amendment and Restatement.



     (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the initial
Aggregate Commitments are $150,000,000, the initial Commitment of each of the Lenders hereunder
shall be as set forth in Schedule 2.01, the outstanding amount of the Revolving Loans (as
defined in and under the Existing Credit Agreement, without giving effect to any Borrowings of
Loans under this Agreement on the Closing Date, but after giving effect to any repayment or
reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance
with such Commitments and the requisite assignments shall be deemed to be made in such amounts by
and between the Lenders and from each Lender to each other Lender, with the same force and effect
as if such assignments were evidenced by applicable Assignments and



1









 




Assumptions (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any
related assignment fee, and no other documents or instruments, shall be, or shall be required to
be, executed in connection with such assignments (all of which requirements are hereby waived),
(ii) the Revolving Swing Line (as defined under the Existing
Credit Agreement) shall continue as the swing line subfacility hereunder, with the Swing Line
Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit
Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder, (iii) the
letter of credit subfacility provided in the Existing Credit Agreement shall continue as the Letter
of Credit facility hereunder with the Letter of Credit Sublimit set forth herein, (iv) the New
Vehicle Floorplan Facility (as defined in the Existing Credit Agreement) shall be terminated and
all New Vehicle Floorplan Loans (as defined in the Existing Credit Agreement) shall be repaid and
(v) the Used Vehicle Floorplan Facility (as defined in the Existing Credit Agreement) shall be
terminated and all Used Vehicle Floorplan Loans (as defined in the Existing Credit Agreement) shall
be repaid.




     (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one
another and with any lender under the Existing Credit Agreement that may not be a Lender under this
Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or
approve, with respect to all assignments, reallocations and other changes in Commitments, such that
after giving effect to such settlements, each Lender’s Applicable Percentage of the Commitments
equals (with customary rounding) its Applicable Percentage of the Outstanding Amount of all Loans.



     (c) The Company, each Guarantor (including each “New Vehicle Borrower” (as defined in the
Existing Credit Agreement)), the Administrative Agent and the Lenders hereby agree that upon the
effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in
any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent
and the Lenders, in any of their respective capacities, and any terms, conditions or matters
related to any thereof, shall be and hereby are amended and restated in their entirety by the
terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing
Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this
Agreement.



     (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement,
including anything in this Section 1.01, and certain of the related “Loan Documents” as
defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving
effect to any repayments, commitment reductions and commitment terminations on the date hereof, all
of the indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing
Credit Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue
as Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this
Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a
substitution or supplement of, as the case may be, and not as a payment of, the indebtedness,
liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the
Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any
Prior Loan Document and is not intended to constitute a novation thereof or of any of the other
Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and
effect, as set forth in this Agreement. Upon the



2









 




effectiveness of this Agreement, all Revolving
Loans (as defined in the Existing Credit Agreement) owing by the Company and outstanding under the
Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Revolving
Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit
Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and
Revolving Loans which
are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement
on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder;
provided, that, on and after the Closing Date, the margin applicable to any Loan or Letter
of Credit hereunder shall be as set forth in the definition of Applicable Rate below, without
regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing
Date. All accrued but unpaid interest (other than interest in respect of the New Vehicle Swing
Line and the Used Vehicle Swing Line (each as defined in the Existing Credit Agreement) and fees
owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof
at the applicable rates set forth in the Existing Credit Agreement. All accrued but unpaid
interest in respect of the New Vehicle Swing Line and the Used Vehicle Swing Line (each as defined
in the Existing Credit Agreement) shall be due and payable as described in the Existing Floorplan
Paydown Letter.




     1.02 Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below:



     “Account Debtor” means each Person obligated in any way on or in connection with an
Account, chattel paper or general intangibles (including a payment intangible).



     “Accounts” means, collectively, all of the following property of the Company or any
Grantor, whether now owned or hereafter acquired or arising, all accounts, as defined in the UCC,
including any rights to payment for the sale, lease or license of goods or rendition of services,
whether or not they have been earned by performance.



     “Acquisition” means the acquisition of (i) a controlling equity interest or other
controlling ownership interest in another Person (including the purchase of an option, warrant or
convertible or similar type security to acquire such a controlling interest at the time it becomes
exercisable by the holder thereof), whether by purchase of such equity or other ownership interest
or upon the exercise of an option or warrant for, or conversion of securities into, such equity or
other ownership interest, (ii) assets of another Person which constitute all or substantially all
of the assets of such Person or of a line or lines of business conducted by or a vehicle franchise
or vehicle brand licensed or owned by such Person, or (iii) assets constituting a vehicle
dealership.



     “Additional Indebtedness” means Indebtedness of the Company (which may be guaranteed
by the Subsidiaries of the Company on an unsecured basis); provided that, (i) such
Indebtedness is (A) not secured by any property of the Company or any Subsidiary, (B) does not have
a maturity, and does not require any principal payments (whether by scheduled installment,
mandatory prepayment or redemption, or the exercise of any put right), earlier than two (2) years
following the Maturity Date, and (C) has terms (including terms of maturity and amortization) that
are typical for indebtedness of such type issued at such time and otherwise no more restrictive, or
less advantageous to the Lenders, than the Loan Documents or are otherwise on



3









 




terms satisfactory to
the Administrative Agent, and (ii) after giving effect to the issuance of such Indebtedness, (A) no
Event of Default shall have occurred and be continuing or would occur as a result therefrom and (B)
all other requirements set forth in Section 7.03(k) shall have been met. “Additional
Indebtedness” does not include the 2002-4.25% Indenture Indebtedness, the 2003-8.625% Indenture
Indebtedness, the 2009-5.0% Indenture Indebtedness or any related Permitted Indenture Refinancing
Indebtedness.




     “Administrative Agent” means Bank of America in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02, or such other address or account as
the Administrative Agent may from time to time notify to the Company and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Aggregate Commitments” means the Commitments of all the Lenders.



     “Agreement” means this Amended and Restated Credit Agreement.



     “Applicable Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s
Commitment at such time, subject to adjustment as provided in Section 2.16. If the
commitment of each Lender to make Loans or the obligation of each L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments
have expired, then the Applicable Percentage of each Lender shall be determined based on the
Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent
assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable.



     “Applicable Rate” means, from time to time, the following percentages per annum, based
upon the Consolidated Total Debt to EBITDA Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(a)(i):



4









 





Applicable Rate




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Eurodollar	 	 
	 	 	 	 	 	 	Rate Loans +	 	 
	Pricing	 	Consolidated Total Debt	 	Commitment	 	Letter of	 	Base Rate
	Level	 	to EBITDA Ratio	 	Fee	 	Credit Fee	 	Loans +
	1	 	Less than 4.00:1.00
	 	0.375%	 	2.50%	 	1.50%
	2	 	Less than 4.50:1.00 but greater than or equal to 4.00:1.00
	 	0.50%	 	3.00%	 	2.00%
	3	 	Less 5.00:1.00 but greater than or equal to 4.50:1.00
	 	0.50%	 	3.50%	 	2.50%
	4	 	Greater than or equal to 5.00:1.00
	 	0.625%	 	4.00%	 	3.00%





Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated
Total Debt to EBITDA Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.02(a)(i);
provided, however, that (i) if a Compliance Certificate is not delivered when due
in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 4
shall apply as of the
first Business Day after the date on which such Compliance Certificate was required to have been
delivered and shall remain in effect until the date on which such Compliance Certificate is
delivered, (ii) the Applicable Rate in effect from the Closing Date through the first Business Day
immediately following the date the Compliance Certificate with respect to the fiscal year ended
December 31, 2009 is delivered pursuant to Section 6.02(a)(i) shall be Pricing Level 3, and
(iii) in no event shall the Applicable Rate in effect from the Closing Date through the first
Business Day immediately following the date the Compliance Certificate with respect to the fiscal
quarter ending March 31, 2011 is delivered pursuant to Section 6.02(a)(i) be less than
Pricing Level 3.




     Notwithstanding anything to the contrary contained in this definition, the determination of
the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).



     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger
and sole book manager.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.



     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit D or any other form approved by the Administrative Agent.



     “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease



5









 




Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.




     “Audited Financial Statements” means the audited consolidated balance sheet of the
Company and its Subsidiaries for the fiscal year ended December 31, 2008, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal year of the Company and its Subsidiaries, including the notes thereto.



     “Autoborrow Advance” shall have the meaning specified in Section 2.04(b).



     “Autoborrow Agreement” shall have the meaning specified in Section 2.04(b).



     “Automatic Debit Date” means the fifth day of a calendar month, provided that
if such day is not a Business Day, the respective Automatic Debit Date shall be the next succeeding
Business Day.



     “Availability Period” means, the period from and including the Closing Date to the
earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Commitments
pursuant to Section 2.06, and (iii) the date of termination of the commitment of each
Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions
pursuant to Section 8.02.



     “Bank of America” means Bank of America, N.A. and its successors.



     “Bank of America Letter” means the letter agreement, dated November 10, 2009, among
the Company, the Administrative Agent and BAS.



     “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a)
the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus
1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank
of America’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.



     “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.



     “Borrower Materials” has the meaning specified in Section 6.02.



     “Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may
require.



6









 





     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate
Loan, means any such day that is also a London Banking Day.



     “Buyer Notes” means those promissory notes received by the Company or any Subsidiary
as partial or full payment consideration for Dispositions of vehicle dealerships or Subsidiaries by
the Company or such Subsidiary to the obligors of such promissory notes.



     “Cash Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the respective L/C Issuer or Swing Line Lender (as
applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing
Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the
context may require), cash or deposit account balances or, if the applicable L/C Issuer or Swing
Line Lender benefitting from such collateral shall agree in its sole discretion, other credit
support, in each case pursuant to documentation in form and substance satisfactory to (a) the
Administrative Agent and (b) the respective L/C Issuer or the Swing Line Lender (as applicable).
“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds
of such cash collateral and other credit support.



     “Cash Management Arrangement” means any arrangement or agreement to provide cash
management products and services, including treasury products, depository products and services,
overdrafts, credit or debit cards, merchant card processing exposure, ACH and other electronic
funds transfer products, immediate credit facilities on deposited dealer drafts, check guarantee
letters and other cash management arrangements.



     “Cash Management Bank” means any Person that, (a) at the time it enters into a Cash
Management Arrangement, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its
Affiliate) became (or becomes) a Lender, was (or is) a party to a Cash Management Arrangement, in
each case in its capacity as a party to such Cash Management Arrangement.



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.



     “Change of Control” means an event or series of events by which:




     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) (other than (i) Sonic Financial, O. Bruton
Smith or B. Scott Smith; (ii) any spouse or immediate family member of O. Bruton Smith and
B. Scott Smith (collectively with O. Bruton Smith and B. Scott Smith, a “Smith Family
Member”); or (iii) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners and owners of which are Smith



7









 






Family Members, (the persons and
entities in “i”, “ii”, and “iii” being referred to, collectively and individually, as the
“Smith Group”) so long as in the case of clause (ii) and (iii) O. Bruton Smith or B. Scott
Smith retains a majority of the voting rights associated with such ownership) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have “beneficial ownership” of all
securities that such person or group has the right to acquire (such right, an “option
right”), whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 25% or more of the equity securities of the Company
entitled to vote for members of the board of directors or equivalent governing body of the
Company on a fully-diluted basis (and taking into account all such securities that such
person or group has the right to acquire pursuant to any option right);




     (b) during any period of 12 consecutive months, a majority of the members of the board
of directors or other equivalent governing body of the Company cease to be composed of
individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing body or
(iii) whose election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body (excluding, in the case of both clause (ii) and
clause (iii), any individual whose initial nomination for, or assumption of office as, a
member of that board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of one or more
directors by any person or group other than a solicitation for the election of one or more
directors by or on behalf of the board of directors);




     (c) any Person or two or more Persons (excluding members of the Smith Group so long as
O. Bruton Smith or B. Scott Smith retains a majority of the voting rights associated with
such equity securities) acting in concert shall have acquired by contract or otherwise, or
shall have entered into a contract or arrangement that, upon consummation thereof, will
result in its or their acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of the Company, or control over the
equity securities of the Company entitled to vote for members of the board of directors or
equivalent governing body of the Company on a fully-diluted basis (and taking into account
all such securities that such Person or group has the right to acquire pursuant to any
option right) representing 25% or more of the combined voting power of such securities; or




     (d) the Company fails to own, directly or indirectly, 100% of the Equity Interests of
any Subsidiary other than as a result of the sale of all Equity Interests in a Subsidiary
pursuant to a Permitted Disposition.



     “Closing Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 10.01.



8









 





     “Code” means the Internal Revenue Code of 1986.



     “Collateral” means, collectively, the assets and rights and interests in property of
any Person in which the Administrative Agent, on behalf of the Secured Parties, is granted a Lien
under any Security Instrument as security for all or any portion of the Obligations.



     “Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to
the Company pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and
(c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement.



     “Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of
the same Type made by each of the Lenders pursuant to Section 2.01.



     “Committed Loan” has the meaning specified in Section 2.01.



     “Committed Loan Notice” means a notice of (a) a Borrowing or (b) a conversion of
Committed Loans from one Type to the other, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.



     “Company” has the meaning specified in the introductory paragraph hereto.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
F.



     “Consolidated Current Assets” means, as of any date of determination, the current
assets of the Company and its Subsidiaries on a consolidated basis as of such date (but excluding
in any event (i) any long-term assets of discontinued operations held for sale, other than such
assets which (x) are the subject of an executed non-cancelable purchase and sale agreement between
the applicable Loan Party and a Person which is not an Affiliate of any Loan Party and (y) the
applicable Loan Party intends, in good faith, to Dispose of within 60 days of such date of
determination and (ii) any Investment described in Section 7.02(i)).



     “Consolidated Current Liabilities” means, as of any date of determination, the current
liabilities of the Company and its Subsidiaries on a consolidated basis as of such date.



     “Consolidated EBITDA” means for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without duplication, of (a)
Consolidated Net Income, plus (b) to the extent deducted in computing Consolidated Net
Income for such period: (i) Consolidated Interest Expense with respect to non-floorplan
Indebtedness (including interest expense not payable in cash), (ii) Consolidated Interest Expense
with respect to Used Vehicle floorplan Indebtedness, (iii) charges against income for foreign,
Federal, state and local income taxes, (iv) depreciation expense, (v) amortization expense,
including, without limitation, amortization of other intangible assets and transaction costs, (vi)
non-cash charges, (vii) all extraordinary losses, (viii) legal fees, broker fees and other
transaction expenses incurred in connection with any Permitted Acquisition (not to exceed
$1,000,000 in the aggregate for each



9









 




such Acquisition), and (ix) non-cash lease termination
charges, net of any amortization of such charges minus (c) to the extent included in
computing Consolidated Net Income for such period, (i) extraordinary gains and (ii) all gains on
repurchases of long-term Indebtedness.




     “Consolidated EBITDAR” means for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without duplication, of (a)
Consolidated Net Income, plus (b) to the extent deducted in computing Consolidated Net
Income for such period: (i) Consolidated Interest Expense with respect to non-floorplan
Indebtedness (including interest expense not payable in cash), (ii) Consolidated Interest Expense
with respect to Used Vehicle floorplan Indebtedness, (iii) charges against income for foreign,
Federal, state and local income taxes, (iv) depreciation expense, (v) amortization expense,
including, without limitation, amortization of other intangible assets and transaction costs, (vi)
non-cash charges, (vii) all extraordinary losses, (viii) legal fees, broker fees and other
transaction expenses incurred in connection with any Permitted Acquisition (not to exceed
$1,000,000 in the aggregate for each such Acquisition), (ix) Consolidated Rental Expense, and (x)
non-cash lease termination charges, net of any amortization of such charges minus (c) to
the extent included in computing Consolidated Net Income for such period, (i) extraordinary gains
and (ii) all gains on repurchases of long-term Indebtedness.



     “Consolidated Fixed Charges” means, for any period, the sum of (a) Consolidated
Interest Expense with respect to non-floorplan Indebtedness for such period (excluding any interest
expense not payable in cash and not payable as a result of any default), plus (b)
Consolidated Interest Expense with respect to Used Vehicle floorplan Indebtedness for such period,
plus (c)
Consolidated Principal Payments for such period, plus (d) Consolidated Rental Expenses
for such period, plus (e) Federal, state, local and foreign income taxes paid in cash by
the Company and its Subsidiaries on a consolidated basis during such period, plus (f)
Specified Payments for such period, minus (g) cash refunds of Federal, state, local and
foreign income taxes received by the Company and its Subsidiaries on a consolidated basis during
such period. The calculation of “Consolidated Fixed Charges” is further described in Section
1.04(e).



     “Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the
ratio of (a) the difference of (i) Consolidated EBITDAR for the four fiscal quarter period ending
on such date minus (ii) an amount equal to $100,000 (representing assumed maintenance
capital expenditures) multiplied by the average daily number of physical dealership locations at
which the Subsidiaries operated franchised vehicle dealerships during such period to (b)
Consolidated Fixed Charges for such period.



     “Consolidated Funded Indebtedness” means, as of any date of determination, for the
Company and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal
amount of all obligations, whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under
letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety
bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of
property or services (other than trade accounts payable in the ordinary course of business), (e)
Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) without
duplication, all Guarantees with respect to outstanding



10









 




Indebtedness of the types specified in
clauses (a) through (e) above of Persons other than the Company or any Subsidiary, and (g) all
Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited liability company) in
which the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness
is expressly made non-recourse to the Company or such Subsidiary.




     “Consolidated Interest Expense” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the sum of (a) all interest (before factory
assistance or subsidy), premium payments, debt discount, fees, charges and related expenses of the
Company and its Subsidiaries in connection with borrowed money (including capitalized interest) or
in connection with the deferred purchase price of assets, in each case to the extent treated as
interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its
Subsidiaries with respect to such period under capital leases that is treated as interest in
accordance with GAAP.



     “Consolidated Liquidity Ratio” means, as of any date of determination, the ratio of
(a) the sum of Consolidated Current Assets (excluding Temporary Excess Cash) plus the Revolving
Facility Liquidity Amount plus for purposes of calculating the Consolidated Liquidity Ratio on or
before January 31, 2010 only, the Temporary Letter of Credit Amount, but only to the extent such
Temporary Letter of Credit Amount was included in Total Outstandings as of such date) to
(b) the sum of (i) Consolidated Current Liabilities (but excluding, without duplication and only to
the extent such amounts would otherwise have been included in this clause (b)(i), (A) such
Consolidated Current Liabilities consisting of any balloon, bullet or similar final scheduled
principal payment that would repay any Indebtedness permitted by Section 7.03 in full,
other than any such balloon, bullet or final payment which is due within one (1) fiscal quarter
following such date of determination, and (B) any Temporary Indebtedness) plus (ii) without
duplication, Indebtedness (whether or not reflected as a Consolidated Current Liability) under all
floorplan financing arrangements.



     “Consolidated Net Income” means, for any period, for the Company and its Subsidiaries
on a consolidated basis, the net income of the Company and its Subsidiaries for such period.



     “Consolidated Principal Payments” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, all scheduled payments of principal and amortization of the
Company and its Subsidiaries in connection with Indebtedness for money borrowed (including
Permitted Real Estate Indebtedness) or in connection with the deferred purchase price of assets
which payments are made or are required to be made during such period, in each case to the extent
treated as principal in accordance with GAAP (other than any balloon, bullet or similar final
scheduled principal payment that repays such Indebtedness in full). It is acknowledged that
payments permitted under Section 7.15 (including without limitation any repayment of the
2002-4.25% Indenture Indebtedness permitted thereby) shall not be deemed to be scheduled payments
of principal for purposes of determining “Consolidated Principal Payments”.



     “Consolidated Real Property Interest Expense” means, for any period, for the Company
and its Subsidiaries on a consolidated basis, the sum of all interest (before factory
assistance or



11









 




subsidy), premium payments, debt discount, fees, charges and related expenses of the
Company and its Subsidiaries in connection with Permitted Real Estate Indebtedness




     “Consolidated Rental Expense” means, for any period, on a consolidated basis for the
Company and its Subsidiaries, the aggregate amount of fixed and contingent rentals payable in cash
by the Company and its Subsidiaries with respect to leases of real and personal property
(excluding capital lease obligations) determined in accordance with GAAP for such period.



     “Consolidated Total Debt to EBITDA Ratio” means, as of any date of determination, the
ratio of (a) Consolidated Total Outstanding Indebtedness (excluding (i) Indebtedness under the New
Vehicle Floorplan Facility, (ii) Permitted Silo Indebtedness for New Vehicle inventory and (iii)
Temporary Indebtedness) as of such date to (b) Consolidated EBITDA for the period of the
four fiscal quarters most recently ended.



     “Consolidated Total Outstanding Indebtedness” means, for any period, for the Company
and its Subsidiaries on a consolidated basis, the aggregate outstanding principal amount of
Consolidated Funded Indebtedness of the Company and its Subsidiaries (including any such
Indebtedness that would otherwise be deemed to be equity solely because of the effect of FASB
14-1).



     “Consolidated Total Outstanding Senior Secured Indebtedness” means, as of any date of
determination, for the Company and its Subsidiaries on a consolidated basis, the aggregate
outstanding principal amount of secured Consolidated Funded Indebtedness of the Company and its
Subsidiaries, and Guarantees of such Indebtedness (but excluding, without duplication and only to
the extent such amounts would otherwise have been included therein, (i) Indebtedness
under the New Vehicle Floorplan Facility and (ii) Indebtedness under Permitted Silo
Indebtedness for New Vehicle inventory).



     “Consolidated Total Senior Secured Debt to EBITDA Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Total Outstanding Senior Secured Indebtedness as of
such date, to (b) Consolidated EBITDA for the period of the four fiscal quarters most
recently ended.



     “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Cost of Acquisition” means, with respect to any Acquisition, as at the date of
entering into any agreement therefor, the sum of the following (without duplication): (i) the
value of the Equity Interests of the Company or any Subsidiary to be transferred in connection with
such Acquisition, (ii) the amount of any cash and fair market value of other property (excluding
property described in clause (i) and the unpaid principal amount of any debt instrument) given as
consideration in connection with such Acquisition, (iii) the amount (determined by using the face



12









 




amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred,
assumed or acquired by the Company or any Subsidiary in connection with such Acquisition, (iv) all
additional purchase price amounts in the form of earnouts and other contingent obligations that
should be recorded on the financial statements of the Company and its Subsidiaries in accordance
with GAAP in connection with such Acquisition, (v) all amounts paid in respect of covenants not to
compete, consulting agreements that should be recorded on the financial statements of the Company
and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with
such Acquisition, and (vi) the aggregate fair market value of all other consideration given by the
Company or any Subsidiary in connection with such Acquisition; provided that (x) the Cost
of Acquisition shall not include the purchase price of floored vehicles acquired in connection with
such Acquisition, (y) in the event a Subsidiary which operates a franchised vehicle dealership
purchases real property located at or related to such dealership (and so long as such Subsidiary
operated such dealership prior to such purchase), the consideration described above attributable to
such real property shall be excluded from the calculation of Cost of Acquisition for purposes of
determining the $25,000,000 threshold set forth in Section 7.12, and (z) amounts under
clause (iv) above shall be excluded from the calculation of Cost of Acquisition to the
extent that such amounts as of the date of entering into any agreement with respect to such
Acquisition are not reasonably expected to exceed $5,000,000 in the aggregate (each such
determination for each applicable year of earnouts and other contingent obligations with respect to
the applicable Acquisition to be based on the reasonably expected operations and financial
condition of the Company and its Subsidiaries during the first year after the date of the
applicable Acquisition). For purposes of determining the Cost of Acquisition for any transaction,
the Equity Interests of the Company shall be valued in accordance with GAAP.




     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.



     “Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if
any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest
rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan
plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the
Applicable Rate plus 2% per annum.



     “Defaulting
Lender” means, subject to Section 2.16(b),
any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its
funding obligations hereunder



13









 




including in respect of its Loans hereunder or participations in
respect of Letters of Credit or Swing Line Loans, or has failed to perform any of its funding
obligations under the Floorplan Credit Agreement including in respect of its Used Vehicle Floorplan
Loans or New Vehicle Floorplan Loans (each as defined in the Floorplan Credit Agreement)
thereunder, in each case within three Business Days of the date required to be funded by it
hereunder or thereunder, (b) has notified the Company or the Administrative Agent that it does not
intend to comply with any such funding obligations or has made a public statement to that effect
with respect to its funding obligations hereunder, thereunder or generally under other agreements
in which it commits to extend credit, (c) has failed, within three Business Days after request by
the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent, that it
will comply with such funding obligations, or (d) has, or has a direct or indirect parent company
that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or a custodian appointed for it, or
(iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence
in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or any
direct or indirect parent company thereof by a Governmental Authority.




     “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by any Person, including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith.



     “Dollar” and “$” mean lawful money of the United States.



     “Dual Subsidiary” means a Subsidiary which (i) operates more than one franchised
vehicle dealership and (ii) has entered into separate floorplan financing arrangements with either
(A) more than one Silo Lender or (B) the Floorplan Lenders and at least one Silo Lender. The Dual
Subsidiaries as of the Closing Date are set forth on Schedule 1.01B. The Company may
designate other Subsidiaries as Dual Subsidiaries from time to time in accordance with Section
7.17.



     “Eligible Assignee” means any Person that meets the requirements to be an assignee
under Section 10.06(b)(iii), and (v) (subject to such consents, if any, as may be
required under Section 10.06(b)(iii)).



     “Eligible Accounts” means the Accounts, other than contracts-in-transit, of the
Company and the Grantors arising from the sale, lease or license of goods or rendition of services
in the ordinary course of business of the Company and the Grantors, which the Administrative Agent,
in the exercise of its reasonable discretion, determines to be Eligible Accounts. Without limiting
the discretion of the Administrative Agent to establish other criteria of ineligibility, Eligible
Accounts shall not (unless otherwise agreed to by the Administrative Agent) include any Account:




     (a) with respect to which more than 90 days have elapsed since the date of the original
invoice therefor or which is more than 60 days past due;



14









 






     (b) with respect to which any of the representations, warranties, covenants, and
agreements contained in the Loan Documents are incorrect or have been breached;




     (c) with respect to which Account (or any other Account due from such Account Debtor),
in whole or in part, a check, promissory note, draft, trade acceptance or other instrument
for the payment of money has been received, presented for payment and returned uncollected
for any reason;




     (d) which represents a progress billing (as hereinafter defined) or as to which the
Company or any Grantor has extended the time for payment without the consent of the
Administrative Agent; for the purposes hereof, “progress billing” means any invoice for
goods sold or leased or services rendered under a contract or agreement pursuant to which
the Account Debtor’s obligation to pay such invoice is conditioned upon the Company’s or the
applicable Subsidiary’s completion of any further performance under the contract or
agreement;




     (e) with respect to which any one or more of the following events has occurred to the
Account Debtor on such Account: death or judicial declaration of incompetency of an Account
Debtor who is an individual; the filing by or against the Account Debtor of a request or
petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as
a bankrupt, winding-up, or other relief under Debtor Relief Laws; the making of any general
assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver
or trustee for the Account Debtor or for any of the assets of the Account Debtor, including,
without limitation, the appointment of or taking possession by a “custodian,” as defined in
the Bankruptcy Code of the United States; the institution by or against the Account Debtor
of any other type of insolvency
proceeding (under Debtor Relief Laws or otherwise) or of any formal or informal
proceeding for the dissolution or liquidation of, settlement of claims against, or winding
up of affairs of, the Account Debtor; the sale, assignment, or transfer of all or any
material part of the assets of the Account Debtor; the nonpayment generally by the Account
Debtor of its debts as they become due; or the cessation of the business of the Account
Debtor as a going concern;




     (f) owed by an Account Debtor if twenty-five percent (25%) or more of the aggregate
Dollar amount of outstanding Accounts owed at such time by such Account Debtor is classified
as ineligible under clause (a) above;




     (g) owed by an Account Debtor which: (1) does not maintain its chief executive office
in the United States or Canada; (2) is not organized under the laws of the United States,
Canada or any state or province thereof; (3) is not, if a natural person, a citizen of the
United States or Canada residing therein; or (4) is a Governmental Authority of any foreign
country or sovereign state, or of any state, province, municipality, or other political
subdivision thereof;




     (h) owed by an Account Debtor which is an Affiliate, officer, director or employee of
the Company or any Grantor;



15









 






     (i) except as provided in clause (k) below, with respect to which either the
perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account,
or the Administrative Agent’s right or ability to obtain direct payment to the
Administrative Agent of the proceeds of such Account, is governed by any federal, state, or
local statutory requirements other than those of the UCC;




     (j) owed by an Account Debtor to which the Company or any Grantor is indebted in any
way, or which is subject to any right of setoff or recoupment by the Account Debtor
(including, without limitation, all Accounts that are subject to any agreement encumbering
or limiting in any manner the Company’s or any Grantor access to such Accounts), unless the
Account Debtor has entered into an agreement acceptable to the Administrative Agent to waive
setoff rights; or if the Account Debtor thereon has disputed liability or made any claim
with respect to any other Account due from such Account Debtor, but in each such case only
to the extent of such indebtedness, setoff, recoupment, dispute, or claim;




     (k) owed by any Governmental Authority, unless the Federal Assignment of Claims Act of
1940, as amended (31 U.S.C. § 3727 et seq.), and any other steps necessary to perfect the
Administrative Agent’s Liens therein, have been complied with to the Administrative Agent’s
satisfaction with respect to such Account;




     (l) owed by any Governmental Authority and as to which the Administrative Agent
determines that its Lien therein is not or cannot be perfected;




     (m) which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale
on approval, consignment, or other repurchase or return basis;




     (n) which is evidenced by a promissory note or other instrument or by chattel paper;




     (o) with respect to which the Account Debtor is located in any state requiring the
filing of a Notice of Business Activities Report or similar report in order to permit the
Company or any Grantor to seek judicial enforcement in such state of payment of such
Account, unless the Company or any Grantor has qualified to do business in such state or has
filed a Notice of Business Activities Report or equivalent report for the then current year;




     (p) which arises out of a sale not made in the ordinary course of the Company’s or the
applicable Grantor’s business or out of finance or similar charges;




     (q) with respect to which the goods giving rise to such Account have not been shipped
and delivered to and accepted by the Account Debtor or the services giving rise to such
Account have not been performed by the Company or the applicable Grantor’s and, if
applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of
such goods or services;




     (r) owed by an Account Debtor which is obligated to the Company or the applicable
Grantor’s respecting Accounts the aggregate unpaid balance of which exceeds



16









 






twenty-five
percent (25%) of the aggregate unpaid balance of all Accounts owed to the Company or the
applicable Grantor at such time by all of the Company’s or the applicable Grantor’s Account
Debtors, but only to the extent of such excess;




     (t) which is not subject to the Administrative Agent’s Liens, which are perfected as to
such Accounts, or which are subject to any other Lien whatsoever, other than Liens permitted
by Section 7.01(j) or (m) so long as such Liens are subject to the Master
Intercreditor Agreement;




     (s) in which the payment thereof has been extended, the Account Debtor has made a
partial payment, or such Account arises from a sale on a cash-on-delivery basis; or




     (t) which includes a billing for interest, fees or late charges, provided that
ineligibility shall be limited to the extent of such billing.


The Company, by including an Account in any computation of the Revolving Borrowing Base, shall be
deemed to represent and warrant to the Administrative Agent and the Lenders that such Account is
not of the type described in any of (a) through (t) above, and if any Account at any time ceases to
be an Eligible Account, then such Account shall promptly be excluded by the Company from the
calculation of Eligible Accounts.




     “Eligible Equipment” means Equipment of the Company or a Grantor which the
Administrative Agent, in the exercise of its reasonable commercial discretion, determines to be
Eligible Equipment. Without limiting the discretion of the Administrative Agent to establish other
criteria of ineligibility, Eligible Equipment shall not (unless otherwise agreed to by the
Administrative Agent) include any Equipment:




     (a) that is not legally owned by the Company or a Grantor;




     (b) that is not subject to the Administrative Agent’s Liens, which are perfected as to
such Equipment, or that are subject to any other Lien whatsoever, other than Liens permitted
by Section 7.01(j) or (m) so long as such Liens are subject to the Master
Intercreditor Agreement, and (without limiting the generality of the foregoing) in no event
shall “Eligible Equipment” include any Permitted Real Estate Indebtedness Collateral;




     (c) that is not in good working condition for its intended use or for sale;




     (d) that is located outside the United States or at a location other than a place of
business of the Company or a Grantor; or




     (e) that is located in a facility leased by the Company or the applicable Grantor, if
the lessor has not delivered to the Administrative Agent, if requested by the Administrative
Agent, a Landlord Waiver in form and substance satisfactory to the Administrative Agent.



17









 




The Company, by including Equipment in any computation of the Revolving Borrowing Base, shall be
deemed to represent and warrant to the Administrative Agent that such Equipment is not of the type
described in any of (a) through (e) above, and if any Equipment at any time ceases to be Eligible
Equipment, then such Equipment shall promptly be excluded by the Company from the calculation of
Eligible Equipment.




     “Eligible Inventory” means Inventory consisting of parts and accessories which the
Administrative Agent, in its reasonable discretion, determines to be Eligible Inventory. Without
limiting the discretion of the Administrative Agent to establish other criteria of ineligibility,
Eligible Inventory shall not (unless otherwise agreed to by the Administrative Agent) include any
Inventory:



     (a) that is not owned by the Company or a Grantor;



     (b) that is not subject to the Administrative Agent’s Liens, which are perfected as to
such Inventory, or that are subject to any other Lien whatsoever, other than Liens permitted by
Section 7.01(j) or (m) so long as such Liens are subject to the Master
Intercreditor Agreement, and (without limiting the generality of the foregoing) in no event shall
“Eligible Inventory” include any Permitted Real Estate Indebtedness Collateral;



     (c) that does not consist of finished goods;



     (d) that consists of raw materials, work-in-process, chemicals, samples, prototypes,
supplies, or packing and shipping materials;



     (e) that is not in good condition, is unmerchantable, or does not meet all standards
imposed by any Governmental Authority, having regulatory authority over such goods, their use or
sale;



     (f) that is not currently either usable or salable, at prices approximating at least cost,
in the normal course of the Company’s or the applicable Grantor business, or that is slow moving or
stale;



     (g) that is obsolete or returned or repossessed or used goods taken in trade;



     (h) that is located outside the United States of America or Canada (or that is in-transit
from vendors or suppliers);



     (i) that is located in a public warehouse or in possession of a bailee or in a facility
leased by the Company or the applicable Grantor, if the warehouseman, or the bailee, or the lessor
has not delivered to the Administrative Agent, if requested by the Administrative Agent, a
subordination agreement in form and substance satisfactory to the Administrative Agent;



     (j) that contains or bears any IP Rights licensed to the Company or the applicable Grantor
by any Person, if the Administrative Agent is not satisfied that it may sell or otherwise dispose
of such Inventory in accordance with the terms of the Security Agreement and Section 9.10
without infringing the rights of the licensor of such IP Rights or violating any contract with such
licensor, and, as to which the Company or the applicable Grantor has not delivered to the



18









 




Administrative Agent a consent or sublicense agreement from such licensor in form and substance
acceptable to the Administrative Agent if requested; or




     (k) that is Inventory placed on consignment.


The Company, by including Inventory in any computation of the Revolving Borrowing Base, shall be
deemed to represent and warrant to the Administrative Agent and the Lenders that such Inventory is
not of the type described in any of (a) through (k) above, and if any Inventory at any time ceases
to be Eligible Inventory, such Inventory shall promptly be excluded by the Company from the
calculation of Eligible Inventory.




     “Environmental Laws” means any and all Federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or
governmental restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to hazardous substances or
wastes, air emissions and discharges to waste or public systems.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.



     “Equipment” means all of the Company’s and the Grantor’s now owned and hereafter
acquired machinery, equipment, furniture, furnishings, trade fixtures, and other tangible personal
property (except Inventory), including computer equipment, embedded software, construction in
progress, parts and accessories, motor vehicles (which are not Inventory) with respect to
which a certificate of title has been issued, dies, tools, jigs, molds and office equipment, as
well as all of such types of property leased by the Company or any Grantor and all of the Company’s
and Grantors’ rights and interests with respect thereto under such leases (including, without
limitation, options to purchase); together with all present and future additions and accessions
thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in
connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings,
instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.



     “Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



19









 





     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Company within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the
withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 during
a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of
ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA that has resulted or could reasonably be expected to result in liability of the Company under
Title IV of ERISA in excess of $1,000,000; (c) a complete or partial withdrawal by the Company or
any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization, in either case that has resulted or could reasonably be expected to result in
liability of the Company under Title IV of ERISA in excess of (i) in the case of the Automotive
Industries Pension Trust Fund (EIN # 94-1133245), Plan No. 001, the Threshold Amount and (ii) in
all other cases, $1,000,000; (d) the filing of a notice of intent to terminate or the treatment of
a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution
by the PBGC of proceedings to terminate a Pension Plan, Multiemployer Plan or Multiple Employer
Plan; (f) any event or condition which is reasonably likely to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension
Plan of the Company or any ERISA Affiliate; (g) except as set forth on Schedule 1.01C, the
determination that any Pension Plan, Multiemployer Plan or Multiple Employer Plan is considered an
at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and
432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under
Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Company or any ERISA Affiliate in excess of $1,000,000.



     “Escrow and Security Agreement” means that certain Amended and Restated Escrow and
Security Agreement dated as of the Closing Date made by the Company and certain Loan Parties in
favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form
of Exhibit H-2 attached hereto, as supplemented from time to time by the execution and
delivery of Joinder Agreements pursuant to Section 6.14, and as otherwise supplemented,
amended, or modified from time to time.



     “Eurodollar Rate” means,



     (a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal
to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or such
other commercially available source providing quotations of BBA LIBOR as may be designated by the
Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London
Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period, or (ii)
if such rate is not available at such time for any reason, the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for



20









 




delivery on the first day of
such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted and with a term equivalent to such Interest Period would be offered by
Bank of America’s London Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement
of such Interest Period; and




     (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate
per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London
Banking Days prior to such date for Dollar deposits being delivered in the London interbank market
for a term of one month commencing that day or (ii) if such published rate is not available at such
time for any reason, the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the date of determination in same day funds in the
approximate amount of the Base Rate Loan being made or maintained with a term equal to one month
would be offered by Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at the date and time of determination.



     A Loan bearing interest at the Eurodollar Rate may be (a) borrowed on a day other than the
first day of the applicable Interest Period and (b) repaid or converted to a different Type of Loan
on a day other than the last day of an Interest Period without giving rise to any additional
payment for “break funding” losses.



     “Eurodollar Rate Committed Loan” means a Committed Loan that bears interest at a rate
based on clause (a) of the definition of “Eurodollar Rate.”



     “Eurodollar Rate Loan” means a Eurodollar Rate Committed Loan or a Swing Line Loan
which bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate”.



     “Event of Default” has the meaning specified in Section 8.01.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C
Issuer or any other recipient of any payment to be made by or on account of any obligation of the
Company hereunder, (a) taxes imposed on or measured by its net income (however denominated), and
franchise taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the
laws of which such recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes
imposed by the United States or any similar tax imposed by any other jurisdiction in which the
Company is located, (c) any backup withholding tax that is required by the Code to be withheld from
amounts payable to a Lender that has failed to comply with clause (A) of Section
3.01(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Company under Section 10.13), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability
(other than as a result of a Change in Law) to comply with Section 3.01(e)(ii), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new Lending Office (or assignment), to receive additional amounts from the Company
with respect to such withholding tax pursuant to Section 3.01(a)(ii) or Section
3.01(c).



21









 





     “Existing Credit Agreement” has the meaning specified in the recitals hereto.



     “Existing Floorplan Paydown Letter” has the meaning set forth in Section
4.01(a)(xvi).



     “Existing Letters of Credit” means those Letters of Credit described on Schedule
2.03.



     “Facility Termination Date” means the date as of which all of the following shall have
occurred: (a) the Company shall have permanently terminated the credit facilities under the Loan
Documents by final payment in full of all Outstanding Amounts, together with all accrued and unpaid
interest and fees thereon, other than (i) the undrawn portion of Letters of Credit and (ii) all
letter of credit fees relating thereto accruing after such date (which fees shall be payable solely
for the account of the applicable L/C Issuer and shall be computed (based on interest rates and the
Applicable Rate then in effect) on such undrawn amounts to the respective expiry dates of the
Letters of Credit), that have, in each case, been fully Cash Collateralized or as to which other
arrangements with respect thereto satisfactory to the Administrative Agent and such L/C Issuer
shall have been made; (b) all Commitments shall have terminated or expired; (c) the obligations and
liabilities of the Company and each other Loan Party under all Related Swap Contracts and Secured
Cash Management Arrangements shall have been fully, finally and irrevocably paid and satisfied in
full and the Related Swap Contracts and Secured Cash Management Arrangements shall have expired or
been terminated, or other arrangements satisfactory to the Lender or Affiliate of a Lender party to
a Related Swap Contract or the Cash Management Bank, as applicable and in each case in its sole
discretion, shall have been made with respect thereto; and (d) the Company and each other Loan
Party shall have fully, finally and irrevocably paid and satisfied in full all of their respective
Obligations and liabilities arising under the Loan Documents, (except for future obligations
consisting of continuing indemnities and other contingent Obligations of the Company or any Loan
Party that may be owing to the Administrative Agent, any of its Related Parties or any Lender
pursuant to the Loan Documents and expressly survive termination of the Credit Agreement or any
other Loan Document).



     “FASB ASC” means the Accounting Standards Codification of the Financial Accounting
Standards Board.



     “FASB 14-1” means that certain FASB Staff Position APB 14-1, Accounting for
Convertible Debt Instruments that May Be Settled In Cash Upon Conversion (Including Partial Cash
Settlement).



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative
Agent.



22









 





     “Floorplan Administrative Agent” means, as applicable, Bank of America (in its
capacity as the administrative agent under the Floorplan Credit Agreement or any successor
administrative agent under the Floorplan Credit Agreement).



     “Floorplan Credit Agreement” means the Syndicated New and Used Floorplan Credit
Agreement dated as of the date hereof among the Company, the Subsidiaries of the Company party
thereto from time to time, the Floorplan Administrative Agent and the Floorplan Lenders (as
amended, supplemented or otherwise modified from time to time).



     “Floorplan Facility” means, collectively or individually, as the context may require,
the New Vehicle Floorplan Facility or the Used Vehicle Floorplan Facility.



     “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 Lenders” means the lenders party from time to time to the Floorplan Credit
Agreement.



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



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



     “Foreign Lender” means with respect to the Company, any Lender that is organized under
the laws of a jurisdiction other than that in which the Company is resident for tax purposes. For
purposes of this definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.



     “Foreign Person” means any Person that is organized under the laws of any jurisdiction
other than the District of Columbia or any of the states of the United States.



     “Framework Agreement” means a framework agreement, in each case between a Loan Party
and a manufacturer or distributor of New Vehicles.



     The term “franchise” when used with respect to any vehicle manufacturer or distributor
shall be deemed to include each dealership that is authorized by a Franchise Agreement to sell New
Vehicles manufactured or distributed by such manufacturer or distributor, whether or not such
dealership is expressly referred to as a franchise in the respective Franchise Agreement or
Framework Agreement.



     “Franchise Agreement” means a franchise agreement, in each case between a Loan Party
and a manufacturer or distributor of New Vehicles.



23









 





     “FRB” means the Board of Governors of the Federal Reserve System of the United States.



     “Fronting Exposure” means, at any time
there is a Defaulting Lender, (a)
with respect to an L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding
L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C
Obligations as to which (i) such Defaulting Lender’s participation obligation has been reallocated
pursuant to Section 2.16(a)(iv), or (ii) Cash Collateral or other credit support
acceptable to such L/C Issuer shall have been provided in accordance with Section
2.04, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable
Percentage of Swing Line Loans other than Swing Line Loans as to which (i) such Defaulting Lender’s
participation obligation has been reallocated pursuant to Section 2.16(a)(iv), or
(ii) Cash Collateral or other credit support acceptable to the Swing Line Lender shall have been
provided in accordance with Section 2.05.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



     “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



     “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     “Grantor” has the meaning specified in Section 2A.03.



     “Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise,
of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to



24









 




protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning.




     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



     “Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:




     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




     (b) all direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments;




     (c) net obligations of such Person under any Swap Contract;




     (d) all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business and, in each
case, not past due for more than 60 days after the date on which such trade account payable
was created);




     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse;




     (f) capital leases and Synthetic Lease Obligations;




     (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other Person,
valued, in the case of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; and




     (h) all Guarantees of such Person in respect of any of the foregoing.



25









 





     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such
date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such date.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitees” has the meaning specified in Section 10.04(b).



     “Indenture Indebtedness” means, collectively or individually, as the context may
require, 2002-4.25% Indenture Indebtedness, 2003-8.625% Indenture Indebtedness, 2009-5.0% Indenture
Indebtedness and the related Permitted Indenture Refinancing Indebtedness, if any.



     “Information” has the meaning specified in Section 10.07.



     “Interest Payment Date” means the Automatic Debit Date of each calendar month.



     “Interest Period” means a period of approximately one month commencing on the first
Business Day of each month and ending on the first Business Day of the following month.



     “Internal Control Event” means a material weakness in, or fraud that involves
management or other employees who have a significant role in, the Company’s internal controls over
financial reporting, in each case as described in the Securities Laws.



     “Inventory” has the meaning given such term in Section 9-102 of the UCC.



     “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment.



     “IP Rights” has the meaning specified in Section 5.17.



     “IRS” means the United States Internal Revenue Service.



     “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance).



26









 





     “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the respective L/C
Issuer and the Company (or any Subsidiary) or in favor of such L/C Issuer and relating to any such
Letter of Credit.



     “Joinder Agreement” means each Revolving Joinder Agreement, substantially in the form
of Exhibit G, executed and delivered by a Subsidiary or any other Person to the
Administrative Agent, for the benefit of the Secured Parties, pursuant to Section 6.14.



     “Landlord Waiver” means, as to any leasehold interest of a Loan Party, a landlord
waiver and consent agreement executed by the landlord of such leasehold interest, in each case in
form and substance satisfactory to the Administrative Agent.



     “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents
or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case whether or not having the force of law.



     “L/C Advance” means, with respect to each Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Applicable Percentage.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Committed
Borrowing.



     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.



     “L/C Issuer” means Bank of America or Wells Fargo, each in its capacity as issuer of
Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. All singular
references to the L/C Issuer shall mean any L/C Issuer, the L/C Issuer that has issued the
applicable Letter of Credit or all L/C Issuers, as the context may require.



     “L/C Obligations” means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available
to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.07. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn.



     “Lender” has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the Swing Line Lender.



27









 





     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Company and the Administrative Agent.



     “Letter of Credit” means any standby letter of credit issued hereunder and shall
include the Existing Letters of Credit.



     “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.



     “Letter of Credit Expiration Date” means the day that is fifteen days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business
Day).



     “Letter of Credit Fee” has the meaning specified in Section 2.03(i).



     “Letter of Credit Sublimit” means an amount equal to $100,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or
other encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing).



     “Loan” means an extension of credit by a Lender to the Company under Article II in the
form of a Committed Loan or a Swing Line Loan.



     “Loan Documents” means, collectively, this Agreement, each Note, each Issuer Document,
the Security Agreement, the Escrow and Security Agreement, the Pledge Agreement, the Sonic
Financial Pledge Agreement, each Joinder Agreement, each other Security Instrument, the Subsidiary
Guaranty, the Bank of America Letter, any Autoborrow Agreement and any agreement creating or
perfecting rights in Cash Collateral or other credit support pursuant to the provisions of
Section 2.15 of this Agreement.



     “Loan Parties” means, collectively, the Company, each Subsidiary Guarantor, and each
Person (other than the Administrative Agent, the Floorplan Administrative Agent, any Lender, any
Silo Lender or any landlord executing a Landlord Waiver) executing a Security Instrument.



     “ London Banking Day” means any day on which dealings in Dollar deposits
are conducted by and between banks in the London interbank eurodollar market.



     “Master Intercreditor Agreement” means that certain Master Intercreditor Agreement
dated as of the date hereof among the Administrative Agent, the Floorplan Administrative Agent and
the Silo Lenders and acknowledged by the Company on behalf of itself and its Subsidiaries
substantially in the form of Exhibit L, and the exhibits thereto, as such agreement may be
supplemented from time to time by execution and delivery of joinder agreements thereto and



28









 




revised
exhibits in accordance with the terms thereof, and as otherwise supplemented, amended or modified
from time to time.




     “Material Adverse Effect” means (a) a material adverse effect on (i) the business,
assets, properties, liabilities (actual or contingent), operations or condition (financial or
otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the
Company, the Subsidiary Guarantors and the other Loan Parties, taken as a whole, to perform their
respective obligations under any Loan Document to which any of them is a party (unless such
Company, Subsidiary Guarantor or other Loan Party has repaid in full all of its respective
Obligations and is no longer a Loan Party in accordance with the terms of this Agreement and the
other Loan Documents) or (b) an adverse effect on the rights and remedies of the Administrative
Agent or the Lenders under the Loan Documents.



     “Maturity Date” means August 15, 2012.



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



     “Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors
(including the Company or any ERISA Affiliate) at least two of whom are not under common control,
as such a plan is described in Section 4064 of ERISA.



     “Net Book Value” means, (i) for any Eligible Account, the gross amount of such
Eligible Account less sales, excise or similar taxes, and less returns, discounts, claims, credits,
allowances, accrued rebates, offsets, deductions, counterclaims, disputes and other defenses of any
nature at any time issued, owing, granted, outstanding, available or claimed in respect of such
Eligible Account, (ii) for any Eligible Inventory, the lower of cost (on a first-in, first-out
basis) or market and (iii) for any Eligible Equipment, the then-current book value of such Eligible
Equipment (giving effect to any adjustments to such book value on or prior to the date of
measurement thereof) less all accumulated depreciation and amortization of such Equipment
through the date of measurement; provided that, in no event shall “Net Book Value” of any
asset described herein exceed the value of such asset reflected on the books of the Company and its
Subsidiaries.



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



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



     (ii) the sum of



     (A) (1) any Indebtedness that is secured by the applicable asset and that is required to be
repaid in connection with such transaction (including any new or used vehicle floorplan loans or
any Permitted Real Estate Indebtedness required to be repaid in connection therewith) and (2)



29









 




any
net obligations of such Person under any Swap Contract that relates to such Indebtedness and is
also required by the terms of such Swap Contract to be repaid,




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



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



     “New Vehicle” means a Vehicle which has never been owned except by a manufacturer,
distributor or dealer and (except in the case of Service Loaner Vehicles) has never been
registered, and (notwithstanding clause (c) of the definition of “Vehicle”) includes Rental
Vehicles and Demonstrators (each as defined in the Floorplan Credit Agreement) and Service Loaner
Vehicles, in each case whether or not held for sale.



     “New Vehicle Borrower” has the meaning specified for such term in the Floorplan Credit
Agreement.



     “New Vehicle Floorplan Facility” means the new vehicle floorplan facility described in
Section 2.01 through 2.05 of the Floorplan Credit Agreement providing for revolving
loans to certain Subsidiaries of the Company by the lenders party thereto.



     “New Vehicle Floorplan Lender” has the meaning specified for such term in the
Floorplan Credit Agreement.



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



     “Note” means a promissory note made by the Company, in favor of a Lender evidencing
Loans made by such Lender to the Company, as applicable, substantially in the form of Exhibit
C.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any
Loan, Letter of Credit, Secured Cash Management Arrangement or any Related Swap Contract, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding
under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.



     “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect



30









 




to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.




     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



     “Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on
any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings
and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be,
occurring on such date and (ii) with respect to any L/C Obligations on any date, the amount of such
L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date
and any other changes in the aggregate amount of the L/C Obligations as of such date, including as
a result of any reimbursements by the Company of Unreimbursed Amounts.



     “Participant” has the meaning specified in Section 10.06(d).



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Act” shall mean the Pension Protection Act of 2006.



     “Pension Funding Rules” means the rules of the Code and ERISA regarding minimum
required contributions (including any installment payment thereof) to Pension Plans and set forth
in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412
of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter,
Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.



     “Pension Plan” means any employee pension benefit plan (other than a Multiple Employer
Plan or a Multiemployer Plan) that is maintained or is contributed to by the Company and any ERISA
Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Code.



     “Permitted Acquisition” means any Acquisition permitted by Section 7.12.



     “Permitted Disposition” means any Disposition permitted by Section 7.05.



     “Permitted Indenture Refinancing Indebtedness” means any refinancings, replacements,
refundings, renewals or extensions of the 2002-4.25% Indenture Indebtedness, the 2003-8.625%
Indenture Indebtedness, the 2009-5.0% Indenture Indebtedness or any Permitted Indenture Refinancing
Indebtedness, provided, that (i) the amount of such Indebtedness is not increased at the
time of such refinancing, replacement, refunding, renewal or extension (such refinancing,
replacement, refunding, renewal or extension being referred to hereafter as the “Applicable



31









 




Refinancing”) and (ii) such Indebtedness, after giving effect to the Applicable Refinancing,
(A) is not secured by any property of the Company or any Subsidiary, (B) does not have any obligor
or guarantor other than the obligors or guarantors of such Indebtedness prior to the Applicable
Refinancing, (C) does not have a maturity, and does not require any principal payments (whether by
scheduled installment, mandatory prepayment or redemption, or the exercise of any put right),
earlier than two (2) years following the Maturity Date, and (D) has terms (including terms of
maturity and amortization) that are typical for indebtedness of such type issued at such time and
otherwise no more restrictive, or less advantageous to the Lenders, than the Loan Documents or are
otherwise on terms satisfactory to the Administrative Agent, and (iii) after giving effect to the
issuance of such Indebtedness, (A) no Event of Default shall have occurred and be continuing or
would occur as a result thereof and (B) all other requirements set forth in Section
7.03(h), (i) or (j), as applicable, shall have been met.




     “Permitted Real Estate Indebtedness” means Indebtedness of the Company or a Subsidiary
owing to non-Affiliated Persons secured solely by Liens on Permitted Real Estate Indebtedness
Collateral so long as the amount of such Indebtedness (as measured for any specified real property
parcel and improvements (if any) financed thereby) is no greater than eighty-five percent (85%) of
the value of such parcel and improvements set forth in an appraisal thereof prepared by a member of
the Appraisal Institute and an independent appraisal firm satisfactory to the Administrative Agent
and commissioned in connection with such financing, a copy of which such appraisal has been
provided to the Administrative Agent upon its request.



     “Permitted Real Estate Indebtedness Collateral” means, with respect to any particular
Permitted Real Estate Indebtedness, the applicable real property used (at the time of the
incurrence of such Permitted Real Estate Indebtedness) by a Subsidiary of the Company for the
operation of a vehicle dealership or a business ancillary thereto, together with related real
property rights, improvements, fixtures (other than trade fixtures), insurance payments, leases and
rents related thereto and proceeds thereof.



     “Permitted Service Loaner Indebtedness” means Indebtedness incurred from time to time
by any of the Company’s current or future Subsidiaries consisting of financing for service loaner
vehicles for customers of such Subsidiary that are having their vehicles serviced by such
Subsidiary (collectively, “Service Loaner Vehicles”), which financing is provided by the
Floorplan Lenders, Silo Lenders, manufacturers or manufacturer affiliated finance companies
(“Service Loaner Lenders”) to the Company or such Subsidiary, provided that (i)
such indebtedness may be secured by a lien on certain assets of such Subsidiaries, but excluding
real property and fixtures (other than trade fixtures), and (ii) (A) such Service Loaner Lender is
a party to and bound by the Master Intercreditor Agreement or (B) so long as such financing applies
only to Service Loaner Vehicles sold to such Subsidiary by the respective Service Loaner Lender,
the Company has used commercially reasonable efforts to obtain an intercreditor agreement executed
(in the case of such Indebtedness existing on the Closing Date) within 30 days of the Closing Date
or such later date as determined by the Administrative Agent in its sole
discretion, or (in all other cases) on or before the incurrence of such Indebtedness, which
intercreditor agreement (x) is in form and substance reasonably satisfactory to the Administrative
Agent, (y) acknowledges that such Indebtedness is secured solely by a Lien on said Service Loaner
Vehicles so financed and the proceeds thereof and (z) does not conflict with or violate the terms
of the Master Intercreditor Agreement.



32









 





     “Permitted Silo Guaranty” means, with respect to any Permitted Silo Indebtedness
provided by any Silo Lender, the guaranty of such Indebtedness by (a) the Company or (b) any
Subsidiary that operates one or more dealerships at which New Vehicle floorplan financing is
provided by such Silo Lender.



     “Permitted Silo Indebtedness” means Indebtedness (including Permitted Silo Guaranties
but excluding Indebtedness provided pursuant to the Floorplan Credit Agreement) incurred from time
to time by any of the Company’s current or future Subsidiaries consisting of floorplan financing
for New Vehicles or Used Vehicles provided by financial institutions or manufacturer-affiliated
finance companies (“Silo Lenders”) to such Subsidiaries, provided that (i) with
respect to financing of Used Vehicles, the proceeds of such financing are used for purchasing and
carrying Used Vehicles, (ii) such indebtedness is secured by, in the case of Silo Lenders providing
New Vehicle floorplan financing or New Vehicle and Used Vehicle floorplan financing, a lien on
certain assets of such Subsidiaries (including New Vehicles and Used Vehicles financed (including
related contracts-in-transit) and the proceeds thereof and certain general intangibles, but
excluding real property and fixtures (other than trade fixtures)), and (iii) such Silo Lender is a
party to and bound by the Master Intercreditor Agreement; provided that, Permitted Silo
Indebtedness provided by a Silo Lender may be cross-collateralized with other Permitted Silo
Indebtedness provided by such Silo Lender.



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of
ERISA (generally including a Pension Plan, but excluding a Multiemployer Plan and Multiple Employer
Plan), maintained by the Company or, in the case of a Pension Plan, by an ERISA Affiliate, for
employees of the Company or any ERISA Affiliate.



     “Platform” has the meaning specified in Section 6.02.



     “Pledge Agreement” means that certain Amended and Restated Pledge Agreement dated as
of the Closing Date made by the Company and certain Loan Parties in favor of the Administrative
Agent for the benefit of the Secured Parties, substantially in the form of Exhibit H-1
attached hereto, as supplemented from time to time by the execution and delivery of Joinder
Agreements pursuant to Section 6.14 and as otherwise supplemented, amended, or modified
from time to time.



     “Pro Forma Compliance” means, with respect to any event, that the Company and its
Subsidiaries are in pro forma compliance with the financial covenants set forth in Section
7.11 and the Revolving Borrowing Base, as applicable, in each case calculated as if the event
with respect to which Pro Forma Compliance is being tested had occurred on the first day of each
relevant period with respect to which current compliance with such financial covenant and
Revolving Borrowing Base would be determined (for example, in the case of a financial covenant
based on Consolidated EBITDA, as if such event had occurred on the first day of the four fiscal
quarter period ending on the last day of the most recent fiscal quarter in respect of which
financial statements have been delivered pursuant to Section 6.01(a) or (b)). Pro
forma calculations made pursuant to this definition that require calculations of Consolidated
EBITDA



33









 




and Consolidated EBITDAR on a pro forma basis will be made in accordance with Section
1.04(a) and (b) respectively.




     “Pro Forma Revolving Borrowing Base Certificate” means, with respect to any event, a
duly completed Revolving Borrowing Base Certificate demonstrating Pro Forma Compliance for such
event.



     “Pro Forma Compliance Certificate” means, with respect to any event, a duly completed
Compliance Certificate demonstrating Pro Forma Compliance for such event.



     “Register” has the meaning specified in Section 10.06(c).



     “Registered Public Accounting Firm” has the meaning specified in the Securities Laws
and shall be independent of the Company as prescribed in the Securities Laws.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Related Swap Contract” means all Swap Contracts that are entered into or maintained
with a Lender or Affiliate of a Lender that are not prohibited by the express terms of the Loan
Documents.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



     “Request for Credit Extension” means (a) with respect to a Borrowing, or conversion of
Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of
Credit Application, and (c) with respect to a Swing Line Loan, or conversion of Swing Line Loans, a
Swing Line Loan Notice,.



     “Required Financial Information” has the meaning specified in the definition of
“Restricted Subsidiary”.



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



     “Required Lenders” means, as of any date of determination, Lenders whose Applicable
Percentages aggregate more than 66-2/3% of the Aggregate Commitments, provided that, if the
commitment of each Lender to make Loans or the obligation of each L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, the Commitments shall be
calculated based on the Total Outstandings (with the aggregate amount of each Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans, as applicable,
being deemed “held” by such Lender for purposes of this definition); provided that the
Commitment of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.



34









 





     “Responsible Officer” means the chief executive officer, president, chief financial
officer, chief accounting officer, treasurer or assistant treasurer (or in the case of Sonic
Financial, a vice president) of a Loan Party. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.



     “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other Equity Interest of the
Company or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on
account of any return of capital to the stockholders, partners or members (or the equivalent Person
thereof) of the Company or any Subsidiary.



     “Restricted Subsidiary” means each direct or indirect Subsidiary of the Company that
(i) has total assets (including Equity Interests in other Persons) of equal to or greater than
$2500 (calculated as of the most recent fiscal period with respect to which the Administrative
Agent shall have received financial statements required to be delivered pursuant to Sections
6.01(a) or (b) (or if prior to delivery of any financial statements pursuant to such
Sections, then calculated based on the Audited Financial Statements) (the “Required Financial
Information”)), or (ii) has revenues (on a consolidated basis with its Subsidiaries) equal to or
greater than $2500 for a period of four consecutive fiscal quarters (calculated for the most recent
four fiscal quarter period for which the Administrative Agent has received the Required Financial
Information); provided, however, that notwithstanding the foregoing, the term “Restricted
Subsidiaries” shall also include any Subsidiaries designated as “Restricted Subsidiaries” pursuant
to the definition of “Unrestricted Subsidiaries”.



     “Revolving Advance Limit” means, as of any date of a Borrowing or other date of
determination, calculated as of the most recent date for which a Revolving Borrowing Base
Certificate has been delivered pursuant to the terms hereof, an amount equal to the lesser of (i)
the Aggregate Commitments and (ii) the Revolving Borrowing Base.



     “Revolving Borrowing Base” means as of any date of calculation, the lesser of (1) the
Aggregate Commitments and (2) the sum of:




(A) the sum of (i) 75% of the Net Book Value of Eligible Accounts which constitute
factory receivables, net of holdback, (ii) 75% of the Net Book Value of Eligible
Accounts which constitute current finance receivables, provided that in no
event shall Buyer Notes or the rights or obligations thereunder be considered
finance receivables or otherwise be included in the calculation of the Revolving
Borrowing Base, (iii) 75% of the Net Book Value of Eligible Accounts which
constitute receivables for parts and services (after netting any amounts payable in
connection with such parts and services), (iv) 60% of the Net Book Value of
Eligible Inventory which constitutes parts and accessories, and (v) 40% of the Net
Book Value of Eligible Equipment,




35











 






plus (B) 50% of the fair market value (determined using the average
daily share price for the five (5) Business Days immediately preceding the date of
calculation) of the 5,000,000 shares of common stock of Speedway Motorsports, Inc.
that are pledged as Collateral under the Sonic Financial Pledge Agreement.



     “Revolving Borrowing Base Certificate” means a certificate by a Responsible Officer of
the Company, substantially in the form of Exhibit I (or another form acceptable to the
Administrative Agent) setting forth the calculation of the Revolving Borrowing Base, including a
calculation of each component thereof, all in such detail as shall be reasonably satisfactory to
the Administrative Agent. All calculations of the Revolving Borrowing Base in connection with the
preparation of any Revolving Borrowing Base Certificate shall originally be made by the Company and
certified to the Administrative Agent; provided, that the Administrative Agent shall have
the right to review and adjust, in the exercise of its reasonable credit judgment, any such
calculation to the extent that such calculation is not in accordance with this Agreement.



     “Revolving Facility Liquidity Amount” means, as of any date of determination, the
lesser of:



     (a) the difference of the Revolving Advance Limit minus Total Outstandings, and



     (b) the largest principal amount of Committed Loans that may then be borrowed hereunder
without resulting in an Event of Default under Section 7.11(c) (on a pro forma basis as of
the last day of the most recent fiscal quarter for which a Compliance Certificate was delivered or
required to be delivered), after giving pro forma effect to such Committed Loans.



     “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Secured Cash Management Arrangement” means any Cash Management Arrangement that is
entered into by and between any Loan Party and any Cash Management Bank, in each case, in such Cash
Management Bank’s sole discretion.



     “Secured Parties” means, collectively, with respect to each of the Security
Instruments, the Administrative Agent, the Lenders, the Cash Management Banks, and each Affiliate
of any Lender, which Affiliate is party to a Related Swap Contract.



     “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of
1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and
practices promulgated, approved or incorporated by the SEC or the Public Company Accounting
Oversight Board, as each of the foregoing may be amended and in effect on any applicable date
hereunder.



     “Security Agreement” means that certain Amended and Restated Security Agreement dated
as of the Closing Date among the Company, each other Loan Party, certain other Subsidiaries, the
Administrative Agent and the Floorplan Administrative Agent, substantially in the form of
Exhibit J attached hereto, as supplemented from time to time by the execution and



36









 




delivery of Joinder Agreements pursuant to Section 6.14, and as otherwise
supplemented, amended, or modified from time to time.




     “Security Instruments” means, collectively or individually as the context may
indicate, the Security Agreement, the Pledge Agreement, the Escrow and Security Agreement, the
Sonic Financial Pledge Agreement, any Joinder Agreement, the Master Intercreditor Agreement, any
Landlord Waiver, and all other agreements (including control agreements), instruments and other
documents, whether now existing or hereafter in effect, pursuant to which the Company, any other
Loan Party, or any other Person shall grant or convey to the Administrative Agent, for the benefit
of the Secured Parties a Lien in, or any other Person shall acknowledge any such Lien in, property
as security for all or any portion of the Obligations, any other obligation under any Loan Document
and any obligation or liability arising under any Related Swap Contract.



     “Service Loaner Lenders” has the meaning specified in the definition of “Permitted
Service Loaner Indebtedness.”



     “Service Loaner Vehicles” has the meaning specified in the definition of “Permitted
Service Loaner Indebtedness.”



     “Silo Lenders” has the meaning specified in the definition of “Permitted Silo
Indebtedness.”



     “Silo Subsidiaries” means, those Subsidiaries (other than Dual Subsidiaries) from time
to time obligated pursuant to Permitted Silo Indebtedness as permitted pursuant to the terms of
this Agreement, which such Subsidiaries as of the Closing Date are set forth on Schedule
1.01A. The Company may designate other Subsidiaries as Silo Subsidiaries from time to time in
accordance with Section 7.16.



     “Solvent” means, when used with respect to any Person, that at the time of
determination:




     (a) the fair value of its assets (both at fair valuation and at present fair saleable
value on an orderly basis) is in excess of the total amount of its liabilities, including
contingent obligations; and




     (b) it is then able and expects to be able to pay its debts as they mature; and




     (c) it has capital sufficient to carry on its business as conducted and as proposed to
be conducted.



     “Sonic Financial” means Sonic Financial Corporation, a North Carolina corporation.



     “Sonic Financial Pledge Agreement” means that certain Pledge Agreement dated as of the
Closing Date made by Sonic Financial in favor of the Administrative Agent for the benefit of the
Secured Parties, substantially in the form of Exhibit H-3 attached hereto, as supplemented,
amended, or modified from time to time.



     “Specified Payments” means (i) Restricted Payments permitted by Section
7.06(e), and (ii) prepayments, redemptions, purchases, defeasance or other satisfaction of
Indenture



37









 




Indebtedness or Additional Indebtedness prior to the scheduled maturity thereof, as permitted
by Section 7.15, in each case of clauses (i) and (ii) other than (x) repurchases of
long-term Indebtedness solely with net cash proceeds of cash capital contributions made in exchange
solely for Class A Common Stock of the Company (which common stock (1) does not include any
warrants, options, put rights, preferred dividend or distribution rights, “maturity date” or
similar cash pay components, or any other rights not typically associated with common stock and (2)
is not convertible into any other security, obligation or instrument) and (y) refinancing of
Indenture Indebtedness using the proceeds of Permitted Indenture Refinancing Indebtedness with
respect thereto.




     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Company and shall include, without limitation, the Unrestricted
Subsidiaries.



     “Subsidiary Guarantors” means, collectively, all Restricted Subsidiaries executing a
Subsidiary Guaranty on the Closing Date and all other Subsidiaries that enter into a Joinder
Agreement.



     “Subsidiary Guaranty” means the Amended and Restated Subsidiary Guaranty Agreement
made by the Subsidiary Guarantors in favor of the Administrative Agent and the Lenders,
substantially in the form of Exhibit E as supplemented from time to time by execution and
delivery of Joinder Agreements pursuant to Section 6.14 and as otherwise supplemented,
amended, or modified from time to time.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



38









 





     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).



     “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section
2.04.



     “Swing Line Lender” means Bank of America in its capacity as provider of Swing Line
Loans, or any successor revolving swing line lender hereunder.



     “Swing Line Loan” has the meaning specified in Section 2.04(a).



     “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit
B.



     “Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b)
the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Commitments.



     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



     “Temporary Excess Cash” means cash proceeds received by the Company from the issuance
of Additional Indebtedness permitted by Section 7.03(k) or Permitted Indenture Refinancing
Indebtedness permitted by Section 7.03(h), (i) or (j), which cash (as set
forth in a notice delivered by the Company to the Administrative Agent within five (5) Business
Days of the Company’s receipt of such cash proceeds) is intended by the Company to be applied to
the prepayment or purchase (whether by open market purchase or pursuant to a tender offer) of the
Indenture Notes, but has not yet been so applied solely because the Company has not completed such
prepayment, repurchase or refinancing, so long as such cash is so applied within 45 days of receipt
thereof. To the extent and for so long as the cash proceeds described above are “Temporary Excess
Cash”, the Indenture Notes intended to be repaid with the proceeds thereof shall be referred to
herein as “Temporary Indebtedness”.



     “Temporary Indebtedness” has the meaning specified for such term in the definition of
“Temporary Excess Cash”.



39









 





     “Temporary Letter of Credit Amount” means, at any time, the sum of the aggregate
amount available to be drawn under (i) the Existing Letter of Credit issued in favor of GMAC LLC on
February 17, 2006, in the amount of $7,000,000, (ii) the Existing Letter of Credit issued in favor
of DaimlerChrysler Services Americas LLC on February 17, 2006 in the amount of $1,100,000,(iii) the
Existing Letter of Credit issued in favor of DCFS USA, LLC on October 12, 2007, in the amount of
$3,400,000,(iv) the Existing Letter of Credit issued in favor of Ford Motor Credit Company on
February 17, 2006, in the amount of $2,000,000, (v) the Existing Letter of Credit issued in favor
of Bank of America, N.A. on November 18, 2009, in the amount of $20,000,000, in each case as
amended.



     “Threshold Amount” means $10,000,000.



     “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.



     “Type” means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



     “UCC” means the Uniform Commercial Code then in effect in the state of North Carolina
or, if the context so indicates, another applicable jurisdiction.



     “United States” and “U.S.” mean the United States of America.



     “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).



     “Unrestricted Subsidiaries” means all Subsidiaries of the Company other than the
Restricted Subsidiaries; provided that in no event shall the Unrestricted Subsidiaries as a
whole have more than $100,000 in total assets or more than $100,000 in total revenues for a period
of four consecutive fiscal quarters (in each case) calculated as of the most recent four fiscal
quarter period for which the Administrative Agent has received the Required Financial Information;
and if either such threshold is exceeded, the Company shall immediately designate one or more such
Subsidiaries to be “Restricted Subsidiaries” and deliver to the Administrative Agent all documents
specified in Section 6.14 for such Subsidiaries, so that after giving effect to such
designation, the remaining Unrestricted Subsidiaries shall satisfy such requirements.



     “Used Vehicle” means a Vehicle other than a New Vehicle.



     “Used Vehicle Floorplan Facility” means the used vehicle floorplan facility described
in Sections 2.06 through 2.08 of the Floorplan Credit Agreement providing for
revolving loans to the Company by the lenders party thereto.



     “Used Vehicle Floorplan Lender” has the meaning specified for such term in the
Floorplan Credit Agreement.



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



40









 





     “Vehicle” means an automobile or truck with a gross vehicle weight of less than 16,000
pounds which satisfies the following requirements: (a) the vehicle is owned by a Grantor free of
any title defects or any liens or interests of others except (i) the security interest in favor of
the Administrative Agent for the benefit of the Secured Parties, (ii) the security interest in
favor of the Administrative Agent for the benefit of the Floorplan Secured Parties, (iii) the
security interests subject to the Master Intercreditor Agreement and (iv) other Liens to which the
Administrative Agent consents in writing in its sole discretion; (b) except as set forth in
Section 6.13, the vehicle is located at one of the locations identified in Schedule
6.13; and (c) the vehicle is held for sale in the ordinary course of a Grantor’s business and
is of good and merchantable quality.



     “Wells Fargo” means Wells Fargo Bank, National Association and its successors.



     “Wells Fargo Letter” means any agreement among the Company and Wells Fargo regarding
the payment of fronting fees with respect to Letters of Credit issued by Wells Fargo.



     “2002 Indenture” means the Subordinated Indenture dated as of May 7, 2002 between the
Company, the guarantors set forth therein and U.S. Bank National Association, as Trustee, as
supplemented by the First Supplemental Indenture dated as of May 7, 2002 among the Company, the
guarantors set forth therein and U.S. Bank National Association, as Trustee and the Second
Supplemental Indenture dated as of November 23, 2005 among the Company, the guarantors set forth
therein and U.S. Bank National Association, as Trustee.



     “2002-4.25% Indenture Indebtedness” means, collectively or individually, as the
context may require, Indebtedness of the Company or any of its Subsidiaries outstanding under the
2002 Indenture (as supplemented only by the Second Supplemental Indenture dated as of November 23,
2005 among the Company, the guarantors set forth therein and U.S. Bank National Association, as
Trustee) and any 2002-4.25% Indenture Notes.



     “2002-4.25% Indenture Notes” means the 4.25% Convertible Senior Subordinated Notes due
November 30, 2015 in an aggregate outstanding principal amount of no more than $17,500,000, issued
under the 2002 Indenture (as supplemented only by the Second Supplemental Indenture dated as of
November 23, 2005 among the Company, the guarantors set forth therein and U.S. Bank National
Association, as Trustee, and without giving effect to any subsequent amendment, modification or
supplement).



     “2003-8.625% Indenture” means the Indenture dated as of August 12, 2003 between the
Company, the guarantors set forth therein and U.S. Bank National Association, as Trustee.



     “2003-8.625% Indenture Indebtedness” means, collectively or individually, as the
context may require, Indebtedness of the Company or any of its Subsidiaries incurred or outstanding
under the 2003-8.625% Indenture and any 2003-8.625% Indenture Notes.



     “2003-8.625% Indenture Notes” means (i) the 8.625% Senior Notes due 2013 issued by the
Company in (i) an initial aggregate principal amount of $200,000,000 and (ii) an additional
principal amount of $75,000,000, in each case issued under the 2003-8.625% Indenture.



41









 





     “2009-5.0% Indenture” means the Indenture dated as of September 23, 2009 between the
Company, the guarantors set forth therein and U.S. Bank National Association, as Trustee.



     “2009-5.0% Indenture Indebtedness” means, collectively or individually, as the context
may require, Indebtedness of the Company or any of its Subsidiaries incurred or outstanding under
the 2009-5.0% Indenture and the 2009-5.0% Indenture Notes.



     “2009-5.0% Indenture Notes” means (i) the 5.0% Convertible Senior Notes due 2029
issued by the Company pursuant to the First Supplemental Indenture to the 2009-5.0% Indenture in an
aggregate principal amount not to exceed $172,500,000.



     1.03 Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:



     (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein or in any other Loan Document), provided that, any reference to a defined
term in any such agreement, instrument or other document (including the Floorplan Credit Agreement)
which has been terminated shall have the meaning set forth in such document immediately prior to
such termination, (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (iii) the words “hereto,” “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending, replacing or interpreting
such law and any reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.



     (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”



     (c) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



42









 





     1.04 Accounting Terms.



     (a) Generally. All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein; provided that, all calculations of financial
covenants shall reflect the results of both continuing operations and discontinued operations of
the Company and its Subsidiaries, and in the event of any such discontinued operations, the Company
shall provide subtotals for each of “continuing operations”, “discontinued operations” and
“consolidated operations”. Notwithstanding the foregoing, for purposes of determining compliance
with any covenant (including the computation of any financial covenant) contained herein,
Indebtedness of the Company and its Subsidiaries shall (x) be deemed to be carried at 100% of the
outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on
financial liabilities shall be disregarded and (y) include any indebtedness that would otherwise be
deemed to be equity solely because of the effect of FASB 14-1. In connection with the Company’s
delivery of financial statements hereunder, the Company shall deliver a reconciliation of the
calculations of the financial covenants before and after giving effect to the adjustments from FASB
14-1, FASB ASC 825 and FASB ASC 470-20 described in this Agreement.



     (b) Changes in GAAP. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Company or the
Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Company shall provide to the
Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
of such ratio or requirement made before and after giving effect to such change in GAAP.



     (c) Consolidation of Variable Interest Entities. All references herein to
consolidated financial statements of the Company and its Subsidiaries or to the determination of
any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference
shall, in each case, be deemed to include each variable interest entity that the Company is
required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a
Subsidiary as defined herein.



     (d) Calculation of Consolidated EBITDA. Consolidated EBITDA shall be calculated for
any period by including the actual amount for such period, including the Consolidated EBITDA
attributable to Acquisitions permitted hereunder and occurring during such period and (to the
extent otherwise included in Consolidated Net Income) excluding the Consolidated EBITDA
attributable to Permitted Dispositions of assets occurring during such period on a pro forma basis
for the period from the first day of the applicable period through the date of the



43









 




closing of each such permitted Acquisition or Permitted Disposition, utilizing (a) where
available or required pursuant to the terms of this Agreement, historical audited and/or reviewed
unaudited financial statements obtained from the seller, broken down by fiscal quarter in the
Company’s reasonable judgment or (b) unaudited financial statements (where no audited or reviewed
financial statements are required pursuant to the terms of this Agreement) reviewed internally by
the Company, broken down in the Company’s reasonable judgment; provided, however,
that any such pro forma adjustment of Consolidated EBITDA shall not result in an increase of more
than 10% of Consolidated EBITDA prior to such adjustment, unless the Company provides to the
Administrative Agent (y) the supporting calculations for such adjustment and (z) such other
information as the Administrative Agent may reasonably request to determine the accuracy of such
calculations.




     (e) Calculation of Consolidated EBITDAR and Consolidated Fixed Charges. Consolidated
EBITDAR shall be calculated for any period by including the actual amount for such period,
including the Consolidated EBITDAR attributable to Acquisitions permitted hereunder and occurring
during such period and (to the extent otherwise included in Consolidated Net Income) excluding the
Consolidated EBITDAR attributable to Permitted Dispositions of assets occurring during such period
on a pro forma basis for the period from the first day of the applicable period through the date of
the closing of each such permitted Acquisition or Permitted Disposition, utilizing (i) where
available or required pursuant to the terms of this Agreement, historical audited and/or reviewed
unaudited financial statements obtained from the seller, broken down by fiscal quarter in the
Company’s reasonable judgment or (ii) unaudited financial statements (where no audited or reviewed
financial statements are required pursuant to the terms of this Agreement) reviewed internally by
the Company, broken down in the Company’s reasonable judgment; provided,however,
that (x) any such pro forma adjustment of Consolidated EBITDAR shall reflect the Company’s and the
Subsidiaries’ pro forma rental payments related to the assets acquired in any applicable
Acquisition (and shall not reflect any rental expense payments of the applicable seller), (y) any
such pro forma adjustment of Consolidated EBITDAR shall not result in an increase of more than 10%
of Consolidated EBITDAR prior to such adjustment, unless the Company provides to the Administrative
Agent (A) the supporting calculations for such adjustment and (B) such other information as the
Administrative Agent may reasonably request to determine the accuracy of such calculations, and (z)
for purposes of determining “Consolidated Fixed Charges” for any period, the Consolidated Interest
Expense, Consolidated Principal Payments and Consolidated Rental Expenses attributable to such
Permitted Dispositions during such period may, at the option of the Company, be excluded therefrom.



     1.05 Rounding. Any financial ratios required to be maintained by the Company pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).



44









 





     1.07 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at
such time; provided, however, that with respect to any Letter of Credit that, by
its terms or the terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.



ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




     2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a “Committed Loan”) to the Company from
time to time, on any Business Day during the Availability Period, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender’s Commitment; provided,
however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings
shall not exceed the Aggregate Commitments, (ii) the Total Outstandings shall not exceed the
Revolving Advance Limit, and (iii) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all
Swing Line Loans shall not exceed such Lender’s Commitment. Within the limits of each Lender’s
Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this
Section 2.01, prepay under Section 2.05, and reborrow under this Section
2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.



     2.02 Borrowings, Conversions and Continuations of Committed Loans.



     (a) Each Committed Borrowing and each conversion of Committed Loans from one Type to the
other, shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may
be given by telephone. Each such notice must be received by the Administrative Agent not later
than 11:00 a.m. (i) one Business Day prior to the requested date of any Borrowing of Eurodollar
Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans or of any
conversion of Base Rate Committed Loans to Eurodollar Rate Loans, and (ii) one Business Day prior
to the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by the
Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of Eurodollar
Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or
conversion to Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Company is requesting a Committed Borrowing, a conversion of
Committed Loans from one Type to the other, (ii) the requested date of the Borrowing or conversion,
as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans
to be borrowed or converted, and (iv) the Type of Committed Loans to be borrowed or to which
existing



45









 




Committed Loans are to be converted. If the Company fails to provide a timely Committed Loan
Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall,
subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify
a Type of Committed Loan in a Committed Loan Notice, then the applicable Committed Loans shall,
subject to Article III, be made as, or converted to, Eurodollar Rate Loans.




     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans.
Each Lender shall make the amount of its Committed Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the
Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is an initial
Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received
available to the Company in like funds as received by the Administrative Agent by crediting the
account of the Company on the books of Bank of America with the amount of such funds;
provided, however, that if, on the date the Committed Loan Notice with respect to
such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of
such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings,
and second, shall be made available to the Company as provided above.



     (c) The Administrative Agent shall promptly notify the Company and the Lenders of the interest
rate applicable to any Eurodollar Rate Loans upon determination of such interest rate. At any time
that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the
Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly
following the public announcement of such change.



     2.03 Letters of Credit.



     (a) The Letter of Credit Commitment.




     (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees,
in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1)
from time to time on any Business Day during the period from the Closing Date until the
Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Company
or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in
accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit;
and (B) the Lenders severally agree to participate in Letters of Credit issued for the
account of the Company or its Subsidiaries and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the Total
Outstandings shall not exceed the Revolving Advance Limit, (y) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not
exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or
amendment of a Letter of Credit shall be deemed to be a



46









 






representation by the Company that the L/C Credit Extension so requested complies with
the conditions set forth in the proviso to the preceding sentence. Within the foregoing
limits, and subject to the terms and conditions hereof, the Company’s ability to obtain
Letters of Credit shall be fully revolving, and accordingly the Company may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or
that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to
have been issued pursuant hereto, and from and after the Closing Date shall be subject to
and governed by the terms and conditions hereof.




     (ii) No L/C Issuer shall issue any Letter of Credit, if:




     (A) subject to Section 2.03(b)(iii), the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance or
last extension, unless the Required Lenders have approved such expiry date; or




     (B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Lenders have approved such expiry
date.




     (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such
Letter of Credit, or any Law applicable to such L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over such L/C Issuer shall prohibit, or request that the L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon such L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or
shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was
not applicable on the Closing Date and which such L/C Issuer in good faith deems
material to it;




     (B) the issuance of such Letter of Credit would violate one or more policies of
such L/C Issuer;




     (C) such Letter of Credit is to be denominated in a currency other than
Dollars;




     (D) such Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder; or




     (E) any Lender is at such time a Defaulting Lender, unless (x) such L/C Issuer
has entered into arrangements, including the delivery of Cash Collateral,
satisfactory to such L/C Issuer (in its sole discretion) with the Company or such
Lender to eliminate such L/C Issuer’s actual or potential



47









 






Fronting Exposure with respect to such Defaulting Lender as to either the
Letter of Credit then proposed to be issued or (y) each L/C Issuer having actual or
potential Fronting Exposure with respect to issued Letters of Credit has entered
into arrangements satisfactory to each such L/C Issuer as to Letters of Credit
issued by it (in its sole discretion) with the Company or such Defaulting Lender to
eliminate such actual or potential risk.




     (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms
hereof.




     (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A)
such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.




     (vi) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and each L/C Issuer shall have
all of the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents
pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article IX included each L/C Issuer with respect to such acts or omissions, and
(B) as additionally provided herein with respect to each L/C Issuer.



     (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.




     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Company delivered to the applicable L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application, appropriately completed
and signed by a Responsible Officer of the Company. Such Letter of Credit Application must
be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at
least ten Business Days (or such later date and time as the Administrative Agent and such
L/C Issuer may agree in a particular instance in their sole discretion) prior to the
proposed issuance date or date of amendment, as the case may be. In the case of a request
for an initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date
of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof;
(C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing thereunder; (F) the
full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as such L/C Issuer may require. In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter
of Credit to be amended; (B) the proposed date of amendment



48









 






thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and
(D) such other matters as such L/C Issuer may require. Additionally, the Company shall
furnish to such L/C Issuer and the Administrative Agent such other documents and information
pertaining to such requested Letter of Credit issuance or amendment, including any Issuer
Documents, as such L/C Issuer or the Administrative Agent may require.




     (ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C
Issuer will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application, in its final
form, from the Company and, if not, such L/C Issuer will provide the Administrative Agent
with a copy thereof. Unless the applicable L/C Issuer has received written notice from any
Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not then be satisfied, then,
subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or
enter into the applicable amendment, as the case may be, in each case in accordance with
such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of
each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Lender’s Applicable
Percentage times the amount of such Letter of Credit.




     (iii) If the Company so requests in any applicable Letter of Credit Application, the
applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit
such L/C Issuer to prevent any such extension at least once in each twelve-month period
(commencing with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in
each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.
Unless otherwise directed by the applicable L/C Issuer, the Company shall not be required
to make a specific request to such L/C Issuer for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have
authorized (but may not require) the applicable L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter of Credit
Expiration Date; provided, however, that such L/C Issuer shall not permit
any such extension if (A) such L/C Issuer has determined that it would not be permitted, or
would have no obligation, at such time to issue such Letter of Credit in its revised form
(as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is ten Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have
elected not to permit such extension or (2) from the Administrative Agent, any Lender or the
Company that one or more of the applicable conditions specified in Section 4.02 is
not then satisfied, and in each such case directing such L/C Issuer not to permit such
extension.



49









 






     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the
applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true
and complete copy of such Letter of Credit or amendment.



     (c) Drawings and Reimbursements; Funding of Participations.




     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Company and
the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by
the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Company shall reimburse such L/C Issuer through the Administrative Agent in
an amount equal to the amount of such drawing. If the Company fails to so reimburse such
L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the
Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and
the amount of such Lender’s Applicable Percentage thereof. In such event, the Company shall
be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the
Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and
multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but
subject to the amount of the unutilized portion of the Aggregate Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a Committed Loan
Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant
to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice.




     (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make
funds available (including the application of available Cash Collateral and other credit
support provided for this purpose pursuant to Section 2.03(a)(iii)(E)) to the
Administrative Agent for the account of the applicable L/C Issuer at the Administrative
Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount
not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative
Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender
that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the
Company in such amount. The Administrative Agent shall remit the funds so received to the
applicable L/C Issuer.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in Section
4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have
incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the Default Rate. In such event, each
Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer
pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.03.



50









 






     (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under
any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such
amount shall be solely for the account of the applicable L/C Issuer.




     (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this
Section 2.03(c), shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the applicable L/C Issuer, the Company or any other
Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make Committed Loans
pursuant to this Section 2.03(c) is subject to the conditions set forth in
Section 4.02 (other than delivery by the Company of a Committed Loan Notice). No
such making of an L/C Advance shall relieve or otherwise impair the obligation of the
Company to reimburse the applicable L/C Issuer for the amount of any payment made by such
L/C Issuer under any Letter of Credit, together with interest as provided herein.




     (vi) If any Lender fails to make available to the Administrative Agent for the account
of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), then, without limiting other provisions of this Agreement, such L/C Issuer
shall be entitled to recover from such Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to such L/C Issuer at a
rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such
L/C Issuer in accordance with banking industry rules on interbank compensation. A
certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent
manifest error.



     (d) Repayment of Participations.




     (i) At any time after the applicable L/C Issuer has made a payment under any Letter of
Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment
in accordance with Section 2.03(c), if the Administrative Agent receives for the
account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Company or otherwise, including proceeds of Cash
Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such Lender’s L/C
Advance was outstanding) in the same funds as those received by the Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of the
applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned
under



51









 






any of the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by such L/C Issuer in its discretion), each Lender shall pay to the
Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned by such Lender, at a rate per annum equal to the Federal
Funds Rate from time to time in effect. The obligations of the Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this Agreement.



     (e) Obligations Absolute. The obligation of the Company to reimburse the applicable
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:




     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (ii) the existence of any claim, counterclaim, setoff, defense or other right that the
Company or any Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the applicable L/C Issuer or any other Person, whether in connection with
this Agreement, the transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (iv) any payment by the applicable L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law; or




     (v) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Company or any Subsidiary.



     The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Company’s
instructions or other irregularity, the Company will immediately notify the applicable L/C Issuer.
The Company shall be conclusively deemed to have waived any such



52









 




claim against the applicable L/C Issuer and its correspondents unless such notice is given as
aforesaid.




     (f) Role of L/C Issuer. Each Lender and the Company agree that, in paying any drawing
under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the applicable L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of such L/C Issuer shall be liable to any Lender for (i) any action taken
or omitted in connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Issuer Document.
The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this assumption
is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it
may have against the beneficiary or transferee at law or under any other agreement. None of the
applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of such L/C Issuer shall be liable or responsible for any of
the matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the Company may
have a claim against such L/C Issuer, and such L/C Issuer may be liable to the Company, to the
extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Company which the Company proves were caused by such L/C Issuer’s willful
misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their
face to be in order, without responsibility for further investigation, regardless of any notice or
information to the contrary, and such L/C Issuer shall not be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.



     (g) Applicability of ISP. Unless otherwise expressly agreed by the applicable L/C
Issuer and the Company when a Letter of Credit is issued (including any such agreement applicable
to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit



     (h) Letter of Credit Fees. The Company shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the
“Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate
times the daily amount available to be drawn under such Letter of Credit; provided,
however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with
respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral
or other credit support arrangements satisfactory to the applicable L/C Issuer pursuant to this
Section 2.03 shall



53









 




be payable, to the maximum extent permitted by applicable law, to the other Lenders in
accordance with the upward adjustments in their respective Applicable Percentages allocable to such
Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any,
payable to such L/C Issuer for its own account. For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) computed on
a quarterly basis in arrears, (ii) due and payable on the Automatic Debit Date after the end of
each March, June, September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand
and (iii) automatically debited from a deposit account maintained by the Company with Bank of
America (provided that if there are not sufficient funds in such account to pay such Letter of
Credit Fees, then the Company shall pay such fees in cash when due). If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of Default exists, all
Letter of Credit Fees shall accrue at the Default Rate.




     (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Company shall pay directly to the applicable L/C Issuer for its own account a fronting fee with
respect to each Letter of Credit, at the rate per annum specified (in the case of Bank of America)
in the Bank of America Letter and (in the case of Wells Fargo) in the Wells Fargo Letter, in each
case computed on the daily amount available to be drawn under such Letter of Credit and on a
quarterly basis in arrears. Such fronting fee shall be (i) due and payable on the Automatic Debit
Date after the end of each March, June, September and December in respect of the most
recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing
with the first such date to occur after the issuance of such Letter of Credit, on the Letter of
Credit Expiration Date and thereafter on demand, (ii) in the case of fronting fees owing to Bank of
America, may be automatically debited from a deposit account maintained by the Company with Bank of
America (provided that if there are not sufficient funds in such account to pay such fronting fees,
then the Company shall pay such fees in cash when due), (iii) in the case of fronting fees owing to
Wells Fargo, shall be separately invoiced by Wells Fargo. For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall
be determined in accordance with Section 1.07. In addition, the Company shall pay directly
to each L/C Issuer for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of
credit as from time to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.



     (j) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



     (k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Company shall be obligated to reimburse the applicable L/C Issuer hereunder
for any and all drawings under such Letter of Credit. The Company hereby acknowledges that the



54









 




issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the
Company, and that the Company’s business derives substantial benefits from the businesses of such
Subsidiaries.




     (l) Letters of Credit Reports. For so long as any Letter of Credit issued by an L/C
Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent a report in the
form of Exhibit M hereto (appropriately completed with the information for every
outstanding Letter of Credit issued by such L/C Issuer) on the last Business Day of each calendar
month, on each date that an L/C Credit Extension occurs with respect to any such Letter of Credit,
and on each date there is a change to the information set forth on such report. The Administrative
Agent shall deliver to the Lenders on a monthly basis a report of all outstanding Letters of
Credit.



     2.04 Swing Line Loans.



     (a) The Swing Line. Subject to the terms and conditions set forth herein and in any
Autoborrow Agreement, if any, the Swing Line Lender may, in its sole discretion and in reliance
upon the agreements of the other Lenders set forth in this Section 2.04, make loans (each
such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of
the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with
the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the
Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, (ii) the Total Outstandings shall not
exceed the Revolving Advance Limit and (iii) the aggregate Outstanding Amount of the Committed
Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of
all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of
all Swing Line Loans shall not exceed such Lender’s Commitment, and provided,
further, that the Company shall not use the proceeds of any Swing Line Loan to refinance
any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company, may borrow under this Section 2.04, prepay under
Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan may be a
Base Rate Loan or a Eurodollar Rate Loan. Immediately upon the making of a Swing Line Loan, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of
such Lender’s Applicable Percentage times the amount of such Swing Line Loan.



     (b) Borrowing Procedures. At any time an Autoborrow Agreement is not in effect, each
Swing Line Borrowing and each conversion of Swing Line Loans from one type to the other shall be
made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative Agent,
which may be given by telephone. Each such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the requested borrowing date or date of conversion
of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar
Rate Loans, and in each case shall specify (i) the amount to be borrowed, (ii) the requested
borrowing date, which shall be a Business Day and (iii) the Type of Swing Line Loan to be borrowed
or to which existing Swing Line Loans are to be converted. Each such telephonic notice must be
confirmed promptly by delivery to the Swing



55









 




Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Swing
Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject to the terms and
conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
Company at its office by crediting the account of the Company on the books of the Swing Line Lender
in immediately available funds. If the Company fails to provide a timely Swing Line Loan Notice
requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to
Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of
Swing Line Loan in a Swing Line Loan Notice, then the applicable Swing Line Loan shall, subject to
Article III, be made as a Eurodollar Rate Loan.




     In order to facilitate the borrowing of Swing Line Loans, the Swing Line Lender may, in its
sole discretion, agree with the Company to, (and the Swing Line Lender and the Company are hereby
authorized to) enter into an Autoborrow Agreement in form and substance satisfactory to the
Administrative Agent and the Swing Line Lender (the “Autoborrow Agreement”) providing for
the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth
in such agreement, which shall be in addition to the conditions set forth herein (each such
advance, an “Autoborrow Advance”); provided that, (i) in no event shall the Company
be entitled to Autoborrow Advances pursuant to an Autoborrow Agreement at any time an autoborrow
arrangement is in effect under the Used Vehicle Floorplan Facility (any such arrangement, a
“Used Vehicle Autoborrow Arrangement”) and (ii) subject to the Administrative Agent’s
consent, the Company may, upon 30 days advance notice to the Administrative Agent and the Swing
Line Lender, alternate between the autoborrow arrangement described herein and a Used Vehicle
Autoborrow Arrangement no more frequently than once in any calendar year. At any time such an
Autoborrow Agreement is in effect, the requirements for Swing Line Borrowings set forth in the
immediately preceding paragraph shall not apply, and all Swing Line Borrowings shall be made in
accordance with the Autoborrow Agreement, until the right to such Swing Line Borrowings is
suspended or terminated hereunder or in accordance with the terms of the Autoborrow Agreement. For
purposes of determining the Outstanding Amount at any time during which an Autoborrow Agreement is
in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the amount of the
Swing Line Sublimit. For purposes of any Swing Line Borrowing pursuant to the Autoborrow
Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America,
in its capacity as Swing Line Lender hereunder.



     (c) Refinancing of Swing Line Loans.




     (i) The Swing Line Lender at any time in its sole discretion may request, on behalf of
the Company (which hereby irrevocably authorizes the Swing Line Lender to so



56









 






request on its behalf), that each Lender make a Eurodollar Rate Committed Loan in an
amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed
to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for
the principal amount of Eurodollar Rate Loans, but subject to the unutilized portion of the
Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line
Lender shall furnish the Company with a copy of the applicable Committed Loan Notice
promptly after delivering such notice to the Administrative Agent. Each Lender shall make
an amount equal to its Applicable Percentage of the amount specified in such Committed Loan
Notice available (including for this purpose Cash Collateral and other credit support made
available with respect to the applicable Swing Line Loan) to the Administrative Agent in
immediately available funds for the account of the Swing Line Lender at the Administrative
Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice,
whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available
shall be deemed to have made a Eurodollar Rate Committed Loan to the Company in such amount.
The Administrative Agent shall remit the funds so received to the Swing Line Lender.




     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i), the request for Eurodollar Rate
Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be
a request by the Swing Line Lender that each of the Lenders fund its risk participation in
the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the
account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed
payment in respect of such participation.




     (iii) If any Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to the Swing Line Lender at a rate per annum equal to the greater of
the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with
banking industry rules on interbank compensation. A certificate of the Swing Line Lender
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (iii) shall be conclusive absent manifest error.




     (iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, the Company or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however,



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that each Lender’s obligation to make Committed Loans pursuant to this Section
2.04(c) is subject to the conditions set forth in Section 4.02. No such funding
of risk participations shall relieve or otherwise impair the obligation of the Company to
repay Swing Line Loans, together with interest as provided herein.



     (d) Repayment of Participations.




     (i) At any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line
Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such
payment (appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Lender’s risk participation was funded) in the same funds as those
received by the Swing Line Lender.




     (ii) If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay
to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent
will make such demand upon the request of the Swing Line Lender. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.



     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Company for interest on the Swing Line Loans. Until each Lender
funds its Eurodollar Rate Committed Loan or risk participation pursuant to this Section
2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.



     (f) Payments Directly to Swing Line Lender. The Company shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.



     2.05 Prepayments.



     (a) The Company may, upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the
date of prepayment of such Loans; (ii) any prepayment of Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the date and amount of
such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly
notify each applicable Lender of its receipt of each such notice, and of the amount of such
Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the
Company shall make such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Subject



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to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be
applied in accordance with their respective Applicable Percentages.




     (b) At any time during which an Autoborrow Agreement is not in effect, the Company may, upon
notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time
to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty;
provided that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the
date and amount of such prepayment. If such notice is given by the Company, the Company shall make
such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein.



     (c) If for any reason the Total Outstandings at any time exceed the Revolving Advance Limit
then in effect (including the Revolving Borrowing Base in effect after giving pro forma effect to
any Disposition required to be reported pursuant to Sections 6.02(c) and 6.03(g)),
the Company shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an
aggregate amount equal to such excess; provided, however, that the Company shall
not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c)
unless after the prepayment in full of the Loans the Total Outstandings exceed the Revolving
Advance Limit then in effect.



     (d) If for any reason the aggregate Outstanding Amount of Swing Line Loans exceeds the Swing
Line Sublimit, the Company shall immediately prepay Swing Line Loans in an aggregate amount at
least equal to such excess.



     2.06 Termination or Reduction of Commitments. The Company may, upon notice to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce
the Aggregate Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of
$10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Outstandings would exceed the Revolving Advance Limit and (iv) if,
after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or
the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. The Administrative Agent will promptly
notify the applicable Lenders of any such notice of termination or reduction of the Aggregate
Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each
Lender in accordance with (x) its respective Applicable Percentage. All fees and interest accrued
until the effective date of any termination of the Aggregate Commitments shall be paid on the
effective date of such termination.



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     2.07 Repayment of Loans.



     (a) The Company shall repay to the Lenders on the Maturity Date the aggregate principal amount
of Committed Loans outstanding on such date.



     (b) The Company shall repay each Swing Line Loan (i) at any time on demand by the Swing Line
Lender and (ii) on the Maturity Date.



     2.08 Interest.



     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Eurodollar Rate plus the Applicable Rate; and (ii) each Base
Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.




     (b) (i) If any amount of principal of any Loan is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by acceleration or otherwise,
such amount shall thereafter bear interest at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable by the Company under any
Loan Document is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.




     (iii) Upon the request of the Required Lenders, while any Event of Default exists, the
Company shall pay interest on the principal amount of all outstanding Obligations hereunder
at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.



     2.09 Fees. In addition to certain fees described in subsections (i) and (j) of Section
2.03:



     (a) Commitment Fees. The Company shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to



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the Applicable Rate times the actual daily amount by which the Aggregate Commitments
exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of
L/C Obligations, subject to adjustment as provided in Section 2.16. The commitment fees
shall accrue at all times during the Availability Period, including at any time during which one or
more of the conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the Automatic Debit Date after the end of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the Maturity Date. The
commitment fees shall be calculated quarterly in arrears, and if there is any change in the
respective Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by such Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Swing Line Loans shall not be included in calculating the
Outstanding Amount of Committed Loans used in determining the commitment fees set forth above.





(b) Other Fees. (i) The Company shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and at the times
specified in the Bank of America Letter. Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.




     (ii) The Company shall pay to the Lenders such fees as shall have been separately agreed
upon in writing in the amounts and at the times so specified. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.



     2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.



     (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by
reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed. All other computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided that any Loan that
is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day. Each determination by the Administrative Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest error.



     (b) If, as a result of any restatement of or other adjustment to the financial statements of
the Company or for any other reason, the Company or the Lenders determine that (i)(A) the
Consolidated Total Debt to EBITDA Ratio as calculated by the Company as of any applicable date was
inaccurate and (B) a proper calculation of the Consolidated Total Debt to EBITDA Ratio would have
resulted in higher pricing for such period, the Company shall immediately and retroactively be
obligated to pay to the Administrative Agent for the account of the applicable Lenders or the
applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with respect to the
Company under the Bankruptcy Code of the United States, automatically and without further action by
the Administrative Agent, any Lender or any L/C Issuer), an amount



61









 




equal to the excess of the amount of interest and fees that should have been paid for such
period over the amount of interest and fees actually paid for such period; and (ii)(A) the
Consolidated Total Debt to EBITDA Ratio as calculated by the Company as of any applicable date was
inaccurate and (B) a proper calculation of the Consolidated Total Debt to EBITDA Ratio would have
resulted in lower pricing for such period, the Applicable Rate shall be adjusted as of the date of
receipt by the Administrative Agent of a Compliance Certificate reflecting such proper calculation.
This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C
Issuer, as the case may be, under Section 2.03(c)(iii) or 2.03(i) or under
Article VIII. The Company’s obligations under this paragraph shall survive the termination
of the Aggregate Commitments and the repayment of all other Obligations hereunder.




     2.11 Evidence of Debt.



     (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of
business. The accounts or records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the
Company and the interest and payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the Administrative Agent,
the Company shall execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.



     (b) In addition to the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing
Line Loans. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.



     2.12 Payments Generally; Administrative Agent’s Clawback.



     (a) General. All payments to be made by the Company shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly
provided herein, all payments by the Company hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable
Percentage, (or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office. All



62









 




payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the
next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any
payment to be made by the Company shall come due on a day other than a Business Day, payment shall
be made on the next following Business Day, and such extension of time shall be reflected in
computing interest or fees, as the case may be.





(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to 12:00 noon
on the date of any Committed Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such
date in accordance with Section 2.02 and may (but shall be under no obligation
to), in reliance upon such assumption, make available to the Company a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable
Committed Borrowing available to the Administrative Agent, then the applicable Lender
and the Company jointly and severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount in immediately available funds with
interest thereon, for each day from and including the date such amount is made
available to the Company but excluding the date of payment to the Administrative Agent,
at (A) in the case of a payment to be made by such Lender, the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation and (B) in the case of a payment to be made by
the Company, the interest rate applicable to Base Rate Loans. If the Company and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the Company the
amount of such interest paid by the Company for such period. If such Lender pays its
share of the applicable Committed Borrowing to the Administrative Agent, then the
amount so paid shall constitute such Lender’s Loan included in such Committed
Borrowing. Any payment by the Company shall be without prejudice to any claim the
Company may have against a Lender that shall have failed to make such payment to the
Administrative Agent.




     (ii) Payments by Company; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Company prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders or any L/C
Issuer hereunder that the Company will not make such payment, the Administrative Agent may
assume that the Company has made such payment on such date in accordance herewith and may
(but shall be under no obligation to), in reliance upon such assumption, distribute to the
Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if the
Company has not in fact made such payment, then each of the Lenders or the applicable L/C
Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or such L/C Issuer, in immediately
available funds with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at
the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.



63









 





     A notice of the Administrative Agent to any Lender or the Company with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.



     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender to the Company as provided in the
foregoing provisions of this Article II, and such funds are not made available to the
Company by the Administrative Agent because the conditions to the applicable Credit Extension set
forth in Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest.



     (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender
to make any Committed Loan, to fund any such participation or to make any payment under Section
10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan, to purchase its participation or to make its payment under
Section 10.04(c).



     (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.



     2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or Swing Line Loans held
by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such
Committed Loans or participations and accrued interest thereon greater than its pro
rata share thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase from the other applicable
Lenders (for cash at face value) participations in the applicable Committed Loans and
subparticipations in L/C Obligations or Swing Line Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Committed Loans and other amounts owing them, provided that:




     (i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to (x) any payment
made by or on behalf of the Company pursuant to and in accordance with the express terms of
this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (y) the application of Cash Collateral in respect of



64









 






obligations relating to Letters of Credit or Swing Line Loans provided for in Section
2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Committed Loans or subparticipations in L/C Obligations or
Swing Line Loans, as the case may be to any assignee or participant, other than an
assignment, participation or subparticipation to the Company or any Subsidiary thereof (as
to which the provisions of this Section shall apply).



     The Company consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Company rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Company in the amount of
such participation.



     2.14 Increase in Commitments.



     (a) Request for Increase. Provided there exists no Default nor any Floorplan Default,
upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may
from time to time, request an increase in the Aggregate Commitments by an amount (i) for all such
requests, not exceeding $65,000,000 in the aggregate; provided that the Company may make a
maximum of five (5) such requests. At the time of sending such notice, the Company (in
consultation with the Administrative Agent) shall specify the time period within which each Lender
is requested to respond (which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Lenders).



     (b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its respective Commitment and, if so,
whether by an amount equal to, greater than, or less than its Applicable Percentage of such
requested increase. Any Lender not responding within such time period shall be deemed to have
declined to increase its Commitment.



     (c) Notification by Administrative Agent; Additional Lenders. The Administrative
Agent shall notify the Company and each Lender of the Lenders’ responses to each request made
hereunder. To achieve the full amount of a requested increase and subject to the approval of the
Administrative Agent and the L/C Issuers (which approvals shall not be unreasonably withheld), the
Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder
agreement in form and substance satisfactory to the Administrative Agent and its counsel.



     (d) Effective Date and Allocations. If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Company shall determine the
effective date (the “Increase Effective Date”) and the final allocation of such increase.
The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation
of such increase and the Increase Effective Date.



     (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a




65











 




Responsible Officer of such Loan Party (i) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of
the Company, certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan Documents
are true and correct on and as of the Increase Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case
they are true and correct as of such earlier date, and except that for purposes of this
Section 2.14, the representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default
exists and (C) no Floorplan Default exists. The Company shall prepay any Committed Loans
outstanding on the Increase Effective Date (and pay any additional amounts required pursuant
to Section 3.05) to the extent necessary to keep the outstanding Committed Loans
ratable with any revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Section.




     (f) Conflicting Provisions. This Section shall supersede any provisions in
Sections 2.13 or 10.01 to the contrary.



     2.15 Cash Collateral and Other Credit Support.



     (a) Certain Credit Support Events. Upon the request of the Administrative Agent, (i)
if an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration
Date, any L/C Obligation for any reason remains outstanding, the Company shall, in each case,
immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.



     (b) Grant of Security Interest. All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit
accounts at Bank of America. The Company, and to the extent provided by any Lender, such Lender,
hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the L/C
Issuer and the Lenders (including the Swing Line Lender), a security interest in all such cash,
deposit accounts and all balances therein, and all other property so provided as collateral
pursuant hereto, and in all proceeds of the foregoing. If at any time the Administrative Agent
determines that Cash Collateral is subject to any right or claim of any Person other than the
Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less
than that required to eliminate the applicable Fronting Exposure, the Company or the relevant
Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to eliminate the applicable
Fronting Exposure.



     (c) Application. Notwithstanding anything to the contrary contained in this
Agreement, Cash Collateral provided under any of this Section 2.15 or Sections
2.03, 2.04, 2.05 or 8.02 in respect of Letters of Credit or Swing Line
Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line
Loans or obligations to fund participations therein (including, as to Cash Collateral provided by a
Defaulting Lender, interest accrued on such obligation) for which the Cash Collateral or other
credit support was so provided, prior to any other application of such property as may be provided
for herein.



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     (d) Release. Cash Collateral provided pursuant to any of the Sections referred to in
Section 2.15(c) shall be released (except (i) as may be agreed to among the parties
posting, and the applicable L/C Issuer or Swing Line Lender benefitting from, such Cash Collateral
and (ii) Cash Collateral provided by or on behalf of a Loan Party shall not be released during the
continuance of a Default or Event of Default) promptly following the payment, satisfaction or (as
to Letters of Credit) expiration of the obligations giving rise to delivery of such Cash
Collateral, or, as to Cash Collateral provided pursuant to Sections 2.03 or 2.04,
such earlier date as (A) the status of the applicable Lender as a Defaulting Lender shall be
terminated or (B) the Administrative Agent shall determine in good faith that there remain
outstanding no actual or potential Defaulting Lender funding obligations as to which the benefitted
L/C Issuer or Swing Line Lender desires to maintain Cash Collateral.



     2.16 Defaulting Lenders. (a) Adjustments. Notwithstanding anything to the contrary
contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as
such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:




          (i) Waivers and Amendments. Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in Section 10.01.




          (ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise,
and including any amounts made available to the Administrative Agent by such Defaulting
Lender pursuant to Section 10.08), shall be applied by the Administrative Agent as
follows; first, as to any payment made in respect of principal of Loans, ratably to the
principal amount of Committed Loans of other Lenders as if such Defaulting Lender had no
Loans outstanding, until such time as the Outstanding Amount of Committed Loans of each
Lender shall equal its pro rata share thereof based on its Applicable Percentage (without
giving effect to Section 2.16(a)(iv)); second, to any amounts (including interest
thereon) owed hereunder by such Defaulting Lender to the Administrative Agent; third, to any
amounts (including interest thereon) owed hereunder by such Defaulting Lender to an L/C
Issuer or Swing Line Lender (to the extent the Administrative Agent has received notice
thereof), ratably to the Persons entitled thereto, fourth, to the posting of Cash Collateral
(or funding of participations, as applicable) in respect of its Applicable Percentage
(without giving effect to Section 2.16(a)(iv)) of L/C Obligations and Swing Line
Loans, (x) ratably to all L/C Issuers and the Swing Line Lender in accordance with their
respective applicable Fronting Exposures and (y) thereafter, to reduce ratably any
reallocation of Applicable Percentages of other Lenders previously effected under
Section 2.16(a)(iv); and fifth, to the Defaulting Lender or otherwise as required by
applicable Law. Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied to pay amounts owed by a Defaulting Lender or to post Cash
Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.



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          (iii) Certain Fees. Such Defaulting Lender (i) shall not be entitled to
receive any commitment fee pursuant to Section 2.09(a) for any period during which
such Lender is a Defaulting Lender (and the Company shall not be required to pay any such
fee that otherwise would have been required to have been paid to such Defaulting Lender).




          (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure.
During any period in which there is a Defaulting Lender as to which an L/C Issuer or Swing
Line Lender (as applicable) has not received Cash Collateral pursuant to Section
2.03 or 2.04, then upon the request of an L/C Issuer or Swing Line Lender (as
applicable) to the Administrative Agent, for purposes of computing the amount of the
obligation of each non-Defaulting Lender to acquire, refinance or fund participations in
Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and 2.05,
the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving
effect to the Commitment of such Defaulting Lender; provided, that, (i) each such
reallocation shall be given effect only if, at the initial date thereof, no Default or Event
of Default shall have occurred and be continuing; and (ii) in all cases, the obligation of
each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit
or Swing Line Loans shall not exceed the positive difference, if any, between (1) the
Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the
Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all other L/C Obligations (prior to giving effect to such
reallocation), plus such Lender’s Applicable Percentage of the Outstanding Amount of
all other Swing Line Loans (prior to giving effect to such reallocation).



     (b) Defaulting Lender Cure. If the Company, the Administrative Agent, Swing Line
Lender and the L/C Issuers agree in writing in their reasonable discretion that a Defaulting Lender
should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the
parties hereto, whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
such Lender will, to the extent applicable, purchase such portion of outstanding Loans of the other
Lenders or take such other actions as the Administrative Agent may determine to be necessary to
cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing
Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable
Percentages (without giving effect to Section 2.16(a)(iv)), whereupon such Lender will
cease to be a Defaulting Lender (and the Applicable Percentages of each Lender will automatically
be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be
made retroactively with respect to fees accrued or payments made by or on behalf of the Company
while such Lender was a Defaulting Lender; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder arising from such
Lender’s having been a Defaulting Lender.



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ARTICLE IIA

SECURITY




     2A.01 Security. As security for the full and timely payment and performance of all
Obligations, the Company shall, and shall cause all other Loan Parties to, on or before the Closing
Date, do or cause to be done all things reasonably necessary in the opinion of the Administrative
Agent and its counsel to grant to the Administrative Agent for the benefit of the Secured Parties a
duly perfected security interest in all Collateral subject to no prior Lien or other encumbrance
except as expressly permitted hereunder or under the other Loan Documents and with the priority
identified in the Security Instruments. Without limiting the foregoing, the Company shall deliver,
and shall cause each other applicable Loan Party to deliver, to the Administrative Agent, in form
and substance reasonably acceptable to the Administrative Agent, (a) the Security Agreement, the
Pledge Agreement, the Escrow and Security Agreement and the Master Intercreditor Agreement, or (b)
in the case of Sonic Financial, the Sonic Financial Pledge Agreement and (c) in either case, UCC
financing statements in form, substance and number as requested by the Administrative Agent,
reflecting the Lien in favor of the Administrative Agent for the benefit of the Secured Parties on
the Collateral. In addition, and without limiting the foregoing, the Company shall take and cause
each other Loan Party to take such further action, and deliver or cause to be delivered such
further documents and instruments, as required by the Security Instruments or otherwise as the
Administrative Agent may reasonably request to create, perfect and maintain the effectiveness and
priority of the Liens contemplated by this Article IIA and each of the Security
Instruments.



     2A.02 Further Assurances. At the request of the Administrative Agent from time to time, the
Company will or will cause all other Loan Parties, as the case may be, to execute, by their
respective Responsible Officers, alone or with the Administrative Agent, any certificate,
instrument, financing statement, control agreement, statement or document, or to procure any
certificate, instrument, statement or document or to take such other action (and pay all related
costs) which the Administrative Agent reasonably deems necessary from time to time to create,
continue or preserve the Liens in Collateral (and the perfection and priority thereof) of the
Administrative Agent for the benefit of the Secured Parties contemplated hereby and by the other
Loan Documents and specifically including all Collateral acquired by the Company or any other Loan
Party after the Closing Date and all Collateral moved to or from time to time located at locations
owned by third parties, including all leased locations, bailees, warehousemen and third party
processors. The Administrative Agent is hereby irrevocably authorized to execute and file or cause
to be filed, with or if permitted by applicable law without the signature of the Company or any
Loan Party appearing thereon, all UCC financing statements reflecting the Company or any other Loan
Party as “debtor” and the Administrative Agent as “secured party”, and continuations thereof and
amendments thereto, as the Administrative Agent reasonably deems necessary or advisable to give
effect to the transactions contemplated hereby and by the other Loan Documents.



     2A.03 Information Regarding Collateral. The Company represents, warrants and covenants that
Schedule 2A.03(a) contains a true and complete list of (i) the exact legal name,
jurisdiction of formation and location of the chief executive office of the Company and each other
Person providing Collateral pursuant to a Security Instrument on the Closing Date (such Persons,
together with any other Persons that provide Collateral at any time pursuant to a



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Security Instrument, being referred to collectively as the “Grantors”), (ii) each trade name, trademark or other trade
style used by such Grantor on the Closing Date, (iii) (as to each Grantor other than Sonic
Financial) each location in which goods constituting Collateral having an aggregate value in excess
of $100,000 are located as of the Closing Date, whether owned, leased or third-party locations, and
(iv) with respect to each leased or third party location, the name of each owner of such location
and a summary description of the relationship between the applicable Grantor and such Person. The
Company further covenants that it shall not change, and shall not permit any other Grantor to
change, its name, type of entity, jurisdiction of formation (whether by reincorporation, merger or
otherwise), or the location of its chief executive office, or use or permit any other Grantor to
use, any additional trade name, trademark or other trade style, except upon giving not less than 15
days’ prior written notice to the Administrative Agent and taking or causing to be taken all such
action at the Company’s or such other Grantor’s expense as may be reasonably requested by the
Administrative Agent to perfect or maintain the perfection of the Lien of the Administrative Agent
for the benefit of the Secured Parties in Collateral.




ARTICLE
III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01 Taxes.



     (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i)
Any and all payments by or on account of any obligation of the Company hereunder or under any other
Loan Document shall to the extent permitted by applicable Laws be made free and clear of and
without reduction or withholding for any Taxes. If applicable Laws require the Company or the
Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in
accordance with such Laws as determined by the Company or the Administrative Agent, as the case may
be, upon the basis of the information and documentation to be delivered pursuant to subsection (e)
below.




          (ii) If the Company or the Administrative Agent shall be required by the Code to
withhold or deduct any Taxes, including both United States Federal backup withholding and
withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or
make such deductions as are determined by the Administrative Agent to be required based upon
the information and documentation it has received pursuant to subsection (e) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by the Company shall be increased as necessary so that after any required
withholding or the making of all required deductions (including deductions applicable to
additional sums payable under this Section 3.01) the Administrative Agent, Lender or
the applicable L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such withholding or deduction been made.



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     (b) Payment of Other Taxes by the Company. Without limiting the provisions of
subsection (a) above, the Company shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Laws.



     (c) Tax
Indemnifications. (i) Without limiting the provisions of subsection (a) or
(b) above, the Company shall, and does hereby, indemnify the Administrative Agent, each Lender and
each L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or
deducted by the Company or the Administrative Agent or paid by the Administrative Agent or such
Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. The Company shall also, and
does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within
10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails
to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A
certificate as to the amount of any such payment or liability delivered to the Company by a Lender
or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.




          (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and
each L/C Issuer shall, and does hereby, indemnify the Company and the Administrative Agent,
and shall make payment in respect thereof within 10 days after demand therefor, against any
and all Taxes and any and all related losses, claims, liabilities, penalties, interest and
expenses (including the fees, charges and disbursements of any counsel for the Company or
the Administrative Agent) incurred by or asserted against the Company or the Administrative
Agent by any Governmental Authority as a result of the failure by such Lender or such L/C
Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or
deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer,
as the case may be, to the Company, any Lender or the Administrative Agent pursuant to
subsection (e). Each Lender and each L/C Issuer hereby authorizes the Administrative Agent
to set off and apply any and all amounts at any time owing to such Lender under this
Agreement or any other Loan Document against any amount due to the Administrative Agent
under this clause (ii). The agreements in this clause (ii) shall survive the resignation
and/or replacement of the Administrative Agent, any assignment of rights by, or the
replacement of, a Lender or an L/C Issuer, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all other Obligations.



     (d) Evidence of Payments. Upon request by the Company or the Administrative Agent, as
the case may be, after any payment of Taxes by the Company or by the Administrative Agent to a
Governmental Authority as provided in this Section 3.01, the Company shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to the Company, as the case may be,
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of any return required by Laws to report such payment or other



71









 




evidence of such payment reasonably satisfactory to the Company or the Administrative Agent,
as the case may be.




     (e) Status of Lenders; Tax Documentation. (i) Each Lender and each L/C Issuer shall
deliver to the Company and to the Administrative Agent, at the time or times prescribed by
applicable Laws or when reasonably requested by the Company or the Administrative Agent, such
properly completed and executed documentation prescribed by applicable Laws or by the taxing
authorities of any jurisdiction and such other reasonably requested information as will permit the
Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments
made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the
required rate of withholding or deduction, and (C) such Lender’s or such L/C Issuer’s entitlement
to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be
made to such Lender or such L/C Issuer by the Company pursuant to this Agreement or otherwise to
establish such Lender’s or such L/C Issuer’s status for withholding tax purposes in the applicable
jurisdiction.




     (ii) Without limiting the generality of the foregoing, if the Company is resident for
tax purposes in the United States,




          (A) any Lender or any L/C Issuer that is a “United States person” within the
meaning of Section 7701(a)(30) of the Code shall deliver to the Company and the
Administrative Agent executed originals of Internal Revenue Service Form W-9 or such
other documentation or information prescribed by applicable Laws or reasonably
requested by the Company or the Administrative Agent as will enable the Company or
the Administrative Agent, as the case may be, to determine whether or not such
Lender or such L/C Issuer is subject to backup withholding or information reporting
requirements; and




          (B) each Foreign Lender, and each L/C Issuer that is a Foreign Lender, that is
entitled under the Code, any Law or any applicable treaty to an exemption from or
reduction of withholding Tax with respect to payments hereunder or under any other
Loan Document shall deliver to the Company and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender or such L/C Issuer becomes a Lender under this Agreement
(and from time to time thereafter upon the request of the Company or the
Administrative Agent, but only if such Foreign Lender or such L/C Issuer is legally
entitled to do so), whichever of the following is applicable:




(I) executed originals of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States
is a party,




(II) executed originals of Internal Revenue Service Form W-8ECI,




(III) executed originals of Internal Revenue Service Form W-8IMY and all
required supporting documentation,



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(IV) in the case of a Foreign Lender or L/C Issuer claiming the benefits of
the exemption for portfolio interest under section 881(c) of the Code, (x) a
certificate to the effect that such Foreign Lender or such L/C Issuer is not
(A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a
“10 percent shareholder” of the Company within the meaning of section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Code and (y) executed originals of
Internal Revenue Service Form W-8BEN, or




(V) executed originals of any other form prescribed by applicable Laws as a
basis for claiming exemption from or a reduction in United States Federal
withholding tax together with such supplementary documentation as may be
prescribed by applicable Laws to permit the Company or the Administrative
Agent to determine the withholding or deduction required to be made.




          (iii) Each Lender and each L/C Issuer shall promptly (A) notify the Company and the
Administrative Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender or such L/C Issuer, and as
may be reasonably necessary (including the re-designation of its Lending Office) to avoid
any requirement of applicable Laws of any jurisdiction that the Company or the
Administrative Agent make any withholding or deduction for taxes from amounts payable to
such Lender or such L/C Issuer.



     (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a
Lender or an L/C Issuer, or have any obligation to pay to any Lender or an L/C Issuer, any refund
of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as
the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Company or with respect to which the Company has paid additional amounts
pursuant to this Section, it shall pay to the Company an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by the Company under this
Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses incurred by the Administrative Agent, such Lender or such L/C Issuer, as the
case may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Company, upon the request of the
Administrative Agent, such Lender or such L/C Issuer, agrees to repay the amount paid over to the
Company (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or such L/C Issuer in the event the
Administrative Agent, such Lender or such L/C Issuer is required to repay such refund to such
Governmental Authority. This subsection shall not be construed to require the Administrative
Agent, any Lender or any L/C issuer to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Company or any other Person.



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     3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar
Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or
to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender
to the Company through the Administrative Agent, (i) any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans
shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or
maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar
Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent without reference
to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the
Administrative Agent and the Company that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, (x) the Company shall, upon demand from such Lender
(with a copy to the Administrative Agent), immediately prepay or, if applicable, convert all such
Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Eurodollar Rate component of the Base Rate) immediately and (y) if
such notice asserts the illegality of such Lender determining or charging interest rates based upon
the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute
the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof
until the Administrative Agent is advised in writing by such Lender that it is no longer illegal
for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any
such prepayment or conversion, the Company shall also pay accrued interest on the amount so prepaid
or converted.



     3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in
connection with any request for a Eurodollar Rate Loan or a conversion thereto that (a) adequate
and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or
proposed Base Rate Loan, or (b) the Eurodollar Rate with respect to a proposed Eurodollar Rate Loan
does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in
the event of a determination described in the preceding sentence with respect to the Eurodollar
Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining
the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke
any pending request for a Borrowing of or conversion to Eurodollar Rate Loans or, failing that,
will be deemed to have converted such request into (i) in the case of a Committed Loan, a request
for a Committed Borrowing of Base Rate Loans and (ii) in the case of a Swing Line Loan, a request
for a Swing Line Borrowing of Base Rate Loans, in each case in the amount specified therein.



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     3.04 Increased Costs.



     (a) Increased Costs Generally. If any Change in Law shall:




          (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e)) or any L/C Issuer;




          (ii) subject any Lender or any L/C Issuer to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Rate Loan made or participated in by it, or change the basis of taxation of
payments to such Lender or such L/C Issuer in respect thereof (except, in each case, for
Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or
any change in the rate of, any Excluded Tax payable by such Lender or such L/C Issuer); or




          (iii) impose on any Lender or any L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made or
participated in by such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining or participating in any Loan the interest of which is determined by reference to the
Eurodollar Rate (or of maintaining its obligation to make or participated in any such Loan), or to
increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C
Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or such L/C Issuer, the Company will pay to such Lender or such L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the
case may be, for such additional costs incurred or reduction suffered.




     (b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change
in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such
Lender’s or such L/C Issuer’s holding company, if any, regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on
the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Loans or
Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a
level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or
such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company
with respect to capital adequacy), then from time to time the Company will pay to such Lender or
such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such
Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such
reduction suffered.



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     (c) Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its
holding company, as the case may be, as specified in subsection (a) or (b) of this Section and
delivered to the Company shall be conclusive absent manifest error. The Company shall pay such
Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender or such L/C Issuer
to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided
that the Company shall not be required to compensate a Lender or such L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more
than nine months prior to the date that such Lender or such L/C Issuer, as the case may be,
notifies the Company of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month
period referred to above shall be extended to include the period of retroactive effect thereof).



     (e) Reserves on Eurodollar Rate Loans. The Company shall pay to each Lender, as long
as such Lender shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided the Company shall have
received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give notice 10 days prior to the
relevant Interest Payment Date, such additional interest shall be due and payable 10 days from
receipt of such notice.



     3.05 Mitigation Obligations; Replacement of Lenders.



     (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or the Company is required to pay any additional amount to any Lender,
any L/C Issuer or any Governmental Authority for the account of any Lender or any L/C Issuer
pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of
such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the
future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and
(ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C
Issuer, as the case may be. The Company hereby agrees to pay all reasonable costs and expenses
incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.



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     (b) Replacement of Lenders. If any Lender requests compensation under Section
3.04, or if the Company is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, the Company
may replace such Lender in accordance with Section 10.13.



     3.06 Survival. All of the Company’s obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations hereunder and
resignation of the Administrative Agent.



ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




     4.01 Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each
Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the
following conditions precedent:



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Administrative Agent and each of the Lenders:




          (i) executed counterparts of (A) this Agreement, (B) the Security Agreement, (C) the
Pledge Agreement, (D) the Escrow and Security Agreement, (E) the Sonic Financial Pledge
Agreement and (F) the Subsidiary Guaranty, in each case, sufficient in number for
distribution to the Administrative Agent, each Lender and the Company;




          (ii) a Note executed by the Company in favor of each Lender requesting a Note;




          (iii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the
other Loan Documents to which such Loan Party is a party;




          (iv) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each Loan
Party is validly existing, in good standing and qualified to engage in business in the
respective jurisdictions specified in Schedule 4.01, which includes each
jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect;




          (v) a favorable opinion of Parker Poe Adams & Bernstein LLP, counsel to the Loan
Parties, addressed to the Administrative Agent and each Lender, as to the matters



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set forth in Exhibit K (which shall include matters of Delaware, North
Carolina, South Carolina and Federal Law) and such other matters concerning the Loan Parties
and the Loan Documents as the Required Lenders may reasonably request;




          (vi) a favorable opinion of local counsel to the Loan Parties in Florida, Texas,
California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in
form and substance satisfactory to the Administrative Agent;




          (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching
copies of all consents, licenses and approvals required in connection with the execution,
delivery and performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals shall be in
full force and effect, or (B) stating that no such consents, licenses or approvals are so
required;




          (viii) a certificate signed by a Responsible Officer of the Company certifying (A) that
the conditions specified in Sections 4.02(a), (b) and (c) have been
satisfied, and (B) that there has been no event or circumstance since the date of the
Audited Financial Statements that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect;




          (ix) a certificate signed by the chief executive officer, chief financial officer,
treasurer or chief accounting officer (or in the case of Sonic Financial, a president or
vice president) of each Loan Party certifying that each Loan Party is Solvent, after giving
effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto
and thereto;




          (x) a duly completed Compliance Certificate as of the last day of the fiscal quarter of
the Company ended on September 30, 2009, signed by a Responsible Officer of the Company;
provided that, Indebtedness outstanding as of September 30, 2009 under the 6.00% Senior
Secured Convertible Notes issued by the Company pursuant to the Indenture dated as of May 7,
2009 between the Company, the guarantors set forth therein and U.S. Bank National
Association, as Trustee, may be excluded from all calculations thereunder;




          (xi) a duly completed Revolving Borrowing Base Certificate dated as of the Closing Date
certifying as to the Revolving Borrowing Base as of November 30, 2009, signed by a
Responsible Officer of the Company;




          (xii) a copy of (A) each standard form of Franchise Agreement for each vehicle
manufacturer or distributor and (B) each executed Framework Agreement;




          (xiii) duly executed consents and waivers required pursuant to any Franchise Agreement
or Framework Agreement;




          (xiv) executed counterparts of the Master Intercreditor Agreement, including all Silo
Lender exhibits thereto;



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          (xv) evidence that all insurance required to be maintained pursuant to the Loan
Documents has been obtained and is in effect, including endorsements naming the
Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss
payee, as the case may be, on all such insurance policies maintained with respect to
properties of the Company or any Loan Party constituting part of the Collateral;




          (xvi) evidence that the Company and the New Vehicle Borrowers (as defined in the
Existing Credit Agreement) have terminated the commitments under the New Vehicle Floorplan
Facility and the Used Vehicle Floorplan Facility (each as defined in the Existing Credit
Agreement) and all loans thereunder have been repaid in the amounts set forth in the
floorplan paydown letter dated on or about the date hereof between the Administrative Agent
and the Company (the “Existing Floorplan Paydown Letter”);




          (xvii) consolidating balance sheets (including a separate line item for Eligible Used Vehicle Inventory) for the Company and each Subsidiary as at the end of September 30, 2009,
and the related consolidating statements of income or operations, all in reasonable detail
prepared by management of the Company or such Subsidiary, in each case with subtotals for
(a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual
Subsidiaries) and (c) all Silo Subsidiaries grouped by each Silo Lender, and in each case
prior to intercompany eliminations;




          (xviii) forecasts (including assumptions) prepared by the management of the Company of
consolidated balance sheets, income statements and cash flow statements of the Company and
its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent
for each of the first three years following the Closing Date;




          (xix) if required by the Administrative Agent in its sole discretion, satisfactory
results of audits of the Collateral, provided that, whether or not any such audit is
performed, the Administrative Agent shall be entitled to rely on information provided by any
existing lender of the Company or its Subsidiaries as to any Vehicles and existing new
vehicle facilities being refinanced or paid down on the Closing Date;




          (xx) (x) delivery by the Company and each applicable Loan Party owning any Equity
Interests required to be pledged pursuant to this Agreement, the Pledge Agreement or the
Sonic Financial Pledge Agreement of all stock certificates evidencing such pledged Equity
Interests, accompanied in each case by duly executed stock powers (or other appropriate
transfer documents) in blank affixed thereto and (y) delivery by the Company and each other
applicable Loan Party owning any Equity Interests required to be delivered in escrow
pursuant to the Escrow and Security Agreement of all stock certificates evidencing such
Equity Interests;




          (xxi) UCC financing statements or amendments to previously filed UCC financing
statements for filing in all places required by applicable law to perfect the Liens of the
Administrative Agent for the benefit of the Secured Parties under the Security Instruments
as a valid and perfected Lien (with the priority described therein) as to items of
Collateral in which a security interest may be perfected by the filing of financing
statements, and such other documents and/or evidence of other actions as may be



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necessary under applicable law to perfect the Liens of the Administrative Agent for the
benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien
in and to such other Collateral as the Administrative Agent may require;




          (xxii) UCC search results with respect to the Company and the Loan Parties showing only
Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory
to the Administrative Agent shall have been made to remove any unacceptable Liens promptly
after the Closing Date),




          (xxiii) such duly executed Landlord Waivers for locations of the New Vehicle Borrowers
not already in effect pursuant to the Existing Credit Agreement, as may be requested by the
Administrative Agent in its sole discretion;




          (xxiv) a certificate signed by a Responsible Officer of the Company certifying as to
the status of the Unrestricted Subsidiaries;




          (xxv) evidence that all floorplan financing arrangements among Chrysler Financial
Services Americas LLC and any Subsidiary have been repaid and terminated and all Liens
securing obligations thereunder have been released;




          (xxvi) executed counterparts of an Assignment and Assumption Agreement (the dated as of
the date hereof among all of the lenders party to the Existing Credit Agreement and the
Administrative Agent reflecting the assignments described in Section 1.01; and




          (xxvii) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders
reasonably may require.



     (b) Any fees required to be paid on or before the Closing Date shall have been paid.



     (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges
and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the
Closing Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Company and the Administrative Agent).



     (d) The Floorplan Credit Facility shall have been consummated substantially simultaneously
with the consummation of this Agreement.



     Without limiting the generality of the provisions of Section 9.03, for purposes of
determining compliance with the conditions specified in this Section 4.01, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required hereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.



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     4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request
for Credit Extension (other than pursuant to a Committed Loan Notice requesting only a conversion
of Committed Loans to the other Type) is subject to the following conditions precedent:



     (a) The representations and warranties of the Company and each other Loan Party contained in
Article V or any other Loan Document, or which are contained in any document furnished at
any time under or in connection herewith or therewith, shall be true and correct on and as of the
date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such
earlier date, and except that for purposes of this Section 4.02, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to
the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01.



     (b) No Default or Event of Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof.



     (c) No Floorplan Default shall exist, or would result from such proposed Credit Extension or
from the application of the proceeds thereof.



     (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line
Lender shall have received a Request for Credit Extension in accordance with the requirements
hereof; provided that, with respect to Swing Line Borrowings, for purposes of this Section
4.02(d) and the last sentence of Section 4.02, while an Autoborrow Agreement is in
effect, the Company shall be deemed to have given a Swing Line Loan Notice (and reaffirmed the
representations and warranties described herein and satisfied all other conditions to funding
hereunder) as of each day on which an Autoborrow Advance is made.



     (e) The Total Outstandings after giving effect to such Request for Credit Extension shall not
exceed the Revolving Advance Limit on such date.



     Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type) submitted by the Company shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a), (b)
and (c) have been satisfied on and as of the date of the applicable Credit Extension.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     The Company represents and warrants to the Administrative Agent and the Lenders that:



     5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each
Subsidiary thereof (a) is duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and
authority and all franchises and all requisite governmental licenses, authorizations, consents and
approvals to (i) own or lease its assets and carry on its business and



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(ii) execute, deliver and perform its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the conduct of its business
requires such qualification or license, and (d) is in compliance with all Laws; except in each case
referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.




     5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a) contravene the
terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to be made under (i)
any Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree
of any Governmental Authority or any arbitral award to which such Person or its property is
subject; or (c) violate any Law. Each Loan Party and each Subsidiary thereof is in compliance with
all Contractual Obligations referred to in clauses (b) and (c), except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect.



     5.03 Governmental Authorization; Other Consents. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with the execution, delivery or performance by,
or enforcement against, any Loan Party of this Agreement or any other Loan Document (other than (i)
any such filing necessary or advisable to perfect in favor of the Administrative Agent, for the
benefit of the Secured Parties, the Liens on the Collateral and (ii) any such approval, consent,
exemption, authorization, other action, notice or filing that has been obtained, taken, given or
made and is in full force and effect), except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.



     5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms.



     5.05 Financial Statements; No Material Adverse Effect; No Internal Control Event.



     (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii)
fairly present the financial condition of the Company and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or contingent, of the Company
and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments
and Indebtedness.



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     (b) The unaudited consolidated and consolidating balance sheets of the Company and its
Subsidiaries dated September 30, 2009, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows, and consolidating statements of income or
operations, in each case for the fiscal quarter ended on that date, and in each case prior to
intercompany eliminations (i) were prepared in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present
the consolidated financial condition of the Company and its Subsidiaries as of the date thereof and
their consolidated results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or
contingent, of the Company and its consolidated Subsidiaries not included in such financial
statements, including liabilities for taxes, material commitments and Indebtedness.



     (c) Since the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect.



     (d) To the Company’s best knowledge, no Internal Control Event exists or has occurred since
the date of the Audited Financial Statements that has resulted in or could reasonably be expected
to result in a misstatement in any material respect, in any financial information delivered or to
be delivered to the Administrative Agent or the Lenders, of (x) covenant compliance calculations
provided hereunder or (y) the assets, liabilities, financial condition or results of operations of
the Company and its Subsidiaries on a consolidated basis.



     5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to
the knowledge of the Company after due and diligent investigation, threatened or contemplated, at
law, in equity, in arbitration or before any Governmental Authority, by or against the Company or
any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect
or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) if determined adversely, could reasonably be expected to have a Material Adverse
Effect. Schedule 5.06 (as supplemented by any written notices provided by the Company
after the Closing Date pursuant to Section 6.02(a)) sets forth all actions, suits,
proceedings, claims or disputes pending, or to the knowledge of the Company after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority seeking damages or other remedies in excess of $5,000,000 or which if
determined adversely, could reasonably be expected to have a Material Adverse Effect.



     5.07 No Default. Neither the Company nor any Subsidiary is in default under or with respect
to any Contractual Obligation that could, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. No Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement or any other Loan
Document.



     5.08 Ownership of Property; Liens. Each of the Company and each Subsidiary has good record
and marketable title in fee simple to, or valid leasehold interests in, all real property necessary
or used in the ordinary conduct of its business, except for such defects in title as could



83









 




not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. The property of the Company and its Subsidiaries is subject to no Liens, other than Liens
permitted by Section 7.01.




     5.09 Environmental Compliance. The Company and its Subsidiaries conduct in the ordinary
course of business a review of the effect of existing Environmental Laws and any material claims
alleging potential liability or responsibility for violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof the Company has
reasonably concluded that such Environmental Laws and claims could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.



     5.10 Insurance. The properties of the Company and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the Company, in such amounts,
with such deductibles and covering such risks as (i) are customarily carried by companies engaged
in similar businesses and owning similar properties in localities where the Company or the
applicable Subsidiary operates and (ii) satisfy the requirements of the Security Instruments.



     5.11 Taxes. The Company and its Subsidiaries have filed all Federal, state and other material
tax returns and reports required to be filed, and have paid all Federal, state and other material
taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in
good faith by appropriate proceedings diligently conducted and for which adequate reserves have
been provided in accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any
Subsidiary thereof is party to any tax sharing agreement.



     5.12 ERISA Compliance.



     (a) Each Plan, and to the knowledge of the Company, each Multiemployer Plan and Multiple
Employer Plan is in compliance in all material respects with the applicable provisions of ERISA,
the Code and other Federal or state Laws. Each Pension Plan which is intended to be a qualified
plan under Section 401(a) of the Code has received a favorable determination letter from the
Internal Revenue Service to the effect that the form of such Pension Plan is qualified under
Section 401(a) of the Code with respect to all plan document qualification requirements for which
the applicable remedial amendment period has closed and that the trust related thereto has been
determined to be exempt from federal income tax under Section 501(a) of the Code or an application
for such a letter is currently being processed by the Internal Revenue Service. To the best
knowledge of the Company, nothing has occurred that would prevent or cause the loss of such
tax-qualified status.



     (b) There are no pending or, to the best knowledge of the Company, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan or to the knowledge
of the Company, any Multiemployer Plan or Multiple Employer Plan that could reasonably be expected
to have a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has engaged in any
prohibited transaction or violation of the fiduciary



84









 




responsibility rules with respect to any Plan, Multiemployer Plan or Multiple Employer Plan
that has resulted or could reasonably be expected to result in a Material Adverse Effect.




     (c) (i) No ERISA Event has occurred with respect to any Pension Plan, or to the knowledge of
the Company, any Multiemployer Plan or Multiple Employer Plan, and neither the Company nor any
ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to
constitute or result in an ERISA Event; (ii) the Company and each ERISA Affiliate has met all
applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no
waiver of the minimum funding standards under the Pension Funding Rules has been applied for or
obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target
attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither
the Company nor any ERISA Affiliate knows of any facts or circumstances which would cause the
funding target attainment percentage for any such plan to drop below 60% as of the most recent
valuation date; (iv) neither the Company nor any ERISA Affiliate has incurred any liability to the
PBGC other than for the payment of premiums, and there are no premium payments which have become
due which are unpaid; and (v) neither the Company nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or Section 4212(c) of ERISA.



     5.13 Subsidiaries; Equity Interests. As of the Closing Date, the Company has no Subsidiaries
other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the
outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Company or its Subsidiaries in the amounts specified on Part (a)
of Schedule 5.13 free and clear of all Liens. The Company has no equity investments in any
other corporation or entity other than those specifically disclosed in Part(b) of Schedule
5.13. All of the outstanding Equity Interests in the Company have been validly issued and are
fully paid and nonassessable.



     5.14 Margin Regulations; Investment Company Act.



     (a) The Company is not engaged and will not engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock.



     (b) None of the Company, any Person Controlling the Company, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment Company Act of 1940.



     5.15 Disclosure. The Company has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries
is subject, and all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. No report, financial statement,
certificate or other information furnished (whether in writing or orally) by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other
Loan Document (in each case, as modified or supplemented by other information so



85









 




furnished) contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial information, the
Company represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.




     5.16 Compliance with Laws. Each of the Company and each Subsidiary is in compliance in all
material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith, either individually or in
the aggregate, could not reasonably be expected to have a Material Adverse Effect.



     5.17 Intellectual Property; Licenses, Etc. The Company and its Subsidiaries own, or possess
the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent
rights, franchises, licenses and other intellectual property rights (collectively, “IP
Rights”) that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person, except where the failure to do so, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect. To the best knowledge of the Company, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now contemplated to be
employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. No
claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the
Company, threatened, which, either individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.



     5.18 Books and Records. Each of the Company and each Subsidiary maintains proper books of
record and account, in which full, true and correct entries in conformity with GAAP consistently
applied have been made of all financial transactions and matters involving the assets and business
of the Company or such Subsidiary, as the case may be.



     5.19 Franchise Agreements and Framework Agreements. The Company has provided to the
Administrative Agent true, correct and complete copies of (a) a standard form of Franchise
Agreement for each vehicle manufacturer or distributor and (b) each Framework Agreement, in each
case in effect as of the Closing Date. Except as set forth on Schedule 5.19 or with
respect to any Franchise Agreement entered into after the Closing Date and delivered to the
Administrative Agent and each Lender pursuant to Section 6.03(f), there is no material
deviation in any Franchise Agreement from the standard form of Franchise Agreements for the
applicable vehicle manufacturer or distributor delivered as of the Closing Date. Each Franchise
Agreement and Framework Agreement is, other than as disclosed in writing to the Administrative
Agent and the Lenders, in full force and effect and is enforceable by the applicable Loan Party in
accordance with its terms. To the knowledge of the Company, (a) no party to any Franchise
Agreement or Framework Agreement is in material breach of, or has failed to perform in any material
respect or is in material default under, such Franchise Agreement or Framework Agreement and (b) no
party to any Franchise Agreement or Framework Agreement has given or received any notice of any
proposed or threatened termination of such Franchise Agreement or



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Framework Agreement (except any such notice that has been disclosed to the Administrative
Agent and each Lender, as the case may be, pursuant to Section 6.03(f)).




     5.20 Collateral.



     (a) The provisions of each of the Security Instruments are effective to create in favor of the
Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable,
perfected security interest (with the priority described therein) in all right, title and interest
of each applicable Loan Party in the Collateral described therein, except as otherwise permitted
hereunder.



     (b) No Contractual Obligation to which any Loan Party is a party or by which the property of
any Loan Party is bound prohibits the filing or recordation of any of the Loan Documents or any
other action which is necessary or appropriate in connection with the perfection of the Liens on
Collateral evidenced and created by any of the Loan Documents.



     5.21 Solvency. Both before and after giving effect to the Loans hereunder, each Loan Party is
Solvent. On the Closing Date, both before and after giving effect to the Loans hereunder, each
Loan Party is Solvent.



     5.22 Labor Matters. As of the date hereof, to the Company’s and its Subsidiaries’ knowledge,
there are no material labor disputes to which the Company or any of its Subsidiaries may become a
party, including, without limitation, any strikes, lockouts or other disputes relating to such
Persons’ plants and other facilities.



     5.23 Acquisitions. As of the Closing Date and as of the date of each Permitted Acquisition,
all material conditions precedent to, all consents from applicable Governmental Authorities, and
all other material consents necessary to permit, such Permitted Acquisition will have been
obtained, satisfied, or waived (except that (i) no conditions imposed by the Loan Documents are so
waivable other than with the consent of the Required Lenders and (ii) no other conditions shall be
waived if such waiver would materially adversely affect the benefits to be obtained by the Company
or the Secured Parties from such Acquisition), as the case may be.



     5.24 Real Estate Indebtedness. The amount of any Indebtedness of the Company and its
Subsidiaries secured by Liens on the real property and improvements financed thereby is no greater
than eighty-five percent (85%) of the value of such real property and improvements as set forth in
an appraisal of such real property and improvements prepared by an independent Member of the
Appraisal Institute certified appraiser in connection with such Indebtedness (which appraisal shall
be delivered to Administrative Agent upon its request).



     5.25 Permitted Service Loaner Indebtedness. All Indebtedness for the financing of Service
Loaner Vehicles provided by Service Loaner Lenders which are not parties to the Master
Intercreditor Agreement is secured solely by a Lien on said Service Loaner Vehicles so financed by
the respective Service Loaner Lenders and the proceeds of such Vehicles.



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ARTICLE VI.

AFFIRMATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Company shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02, and 6.03) cause each Subsidiary to:



     6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and
detail satisfactory to the Administrative Agent and the Required Lenders:



     (a) as soon as available, but in any event within ninety (90) days after the end of each
fiscal year of the Company (or if earlier, fifteen (15) days after the date required to be filed
with the SEC (without giving effect to any extension permitted by the SEC)), a consolidated and
consolidating balance sheet (including a separate line item for Eligible Used Vehicle Inventory (as
defined in the Floorplan Credit Agreement)) of the Company and its Subsidiaries as at the end of
such fiscal year, and the related consolidated statements of income or operations, shareholders’
equity and cash flows and consolidating statements of income or operations, in each case for such
fiscal year and with subtotals for (x) each Subsidiary, (y) all New Vehicle Borrowers (excluding
the results of any Dual Subsidiaries), and (z) Silo Subsidiaries and Dual Subsidiaries grouped by
each Silo Lender, and in each case prior to intercompany eliminations and setting forth in each
case in comparative form the figures for the previous fiscal year, all in reasonable detail and
prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by (i)
a report and opinion of a Registered Public Accounting Firm of nationally recognized standing
reasonably acceptable to the Required Lenders as to whether such financial statements are free of
material misstatement, which report and opinion shall be prepared in accordance with audit
standards of the Public Company Accounting Oversight Board and applicable Securities Laws and shall
not be subject to any “going concern” or like qualification or exception or any qualification or
exception as to the scope of such audit or with respect to the absence of material misstatement;
and (ii) (A) management’s assessment of the effectiveness of the Company’s internal controls over
financial reporting as of the end of such fiscal year of the Company as required in accordance with
Item 308 of SEC Regulation S-K expressing a conclusion which contains no statement that there is a
material weakness in such internal controls, except for such material weaknesses as to which the
Required Lenders do not object, and (B) an attestation report of such Registered Public Accounting
Firm on management’s assessment of, and the opinion of the Registered Public Accounting Firm
independently assessing the effectiveness of, the Company’s internal controls over financial
reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2 and
Section 404 of Sarbanes-Oxley and expressing a conclusion which contains no statement that there is
a material weakness in such internal controls, except for such material weakness as to which the
Required Lenders do not object, and such consolidating statements to be certified by a Responsible
Officer of the Company to the effect that such statements are fairly stated in all material
respects when considered in relation to the consolidated financial statements of the Company and
its Subsidiaries;



     (b) as soon as available, but in any event within thirty (30) days after the end of each of
the calendar months (including December) of each fiscal year of the Company (or if earlier,



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five days after the date required to be filed with the SEC (without giving effect to any
extension permitted by the SEC)):





          (i) a consolidated balance sheet (including a separate line item for Eligible Used
Vehicle Inventory) of the Company and its Subsidiaries as at the end of such calendar month,
and the related month and year-to-date consolidated statements of income or operations,
shareholders’ equity and cash flows, in each case for such calendar month and for the
portion of the Company’s fiscal year then ended and with subtotals for (x) each Subsidiary,
(y) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), and (z) Silo
Subsidiaries and Dual Subsidiaries grouped by each Silo Lender, and in each case prior to
intercompany eliminations and setting forth in each case in comparative month and
year-to-date form the figures for the corresponding calendar month of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in reasonable detail,
such consolidated statements referred to in this Section 6.01(b)(i) to be certified
by a Responsible Officer of the Company as fairly presenting the financial condition,
results of operations, shareholders’ equity and cash flows of the Company and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and
the absence of footnotes; and




          (ii) a consolidating balance sheet (including a separate line item for Eligible Used
Vehicle Inventory) of the Company and its Subsidiaries as at the end of such calendar month,
and the related year-to-date consolidating statements of income or operations, in each case
for such calendar month and for the portion of the Company’s fiscal year then ended and with
subtotals for (x) each Subsidiary, (y) all New Vehicle Borrowers (excluding the results of
any Dual Subsidiaries), and (z) Silo Subsidiaries and Dual Subsidiaries grouped by each Silo
Lender, and in each case prior to intercompany eliminations and setting forth in each case
in comparative year-to-date form the figures for the corresponding portion of the previous
fiscal year, all in reasonable detail, and such consolidating statements referred to in this
Section 6.01(b)(ii) to be certified by a Responsible Officer of the Company to the
effect that such statements are fairly stated in all material respects when considered in
relation to the consolidated financial statements of the Company and its Subsidiaries.



     As to any information contained in materials furnished pursuant to Section 6.02(g),
the Company shall not be separately required to furnish such information under clause (a) or (b)
above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the
information and materials described in clauses (a) and (b) above at the times specified therein.



     6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in
form and detail satisfactory to the Administrative Agent and the Required Lenders:



     (a) Concurrently with:




          (i) the delivery of the financial statements referred to in Section 6.01(a) and
Section 6.01(b) (with respect to the last month of each fiscal quarter), (A) a duly
completed Compliance Certificate signed by a Responsible Officer of the Company,



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including the calculation of the financial covenants set forth in Section
7.11(a), (b) and (c) and the Consolidated Total Debt to EBITDA Ratio and
(B) a schedule (which such schedule may be included in the Compliance Certificate delivered
with respect to such period) describing all actions, suits, proceedings, claims or disputes
pending, or to the knowledge of the Company after due and diligent investigation, threatened
or contemplated, at law, in equity, in arbitration or before any Governmental Authority
seeking damages or other remedies in excess of $5,000,000;




          (ii) the delivery of the financial statements referred to in Section 6.01(b)
(with respect to each month other than the last month of a fiscal quarter), a duly completed
Compliance Certificate signed by a Responsible Officer of the Company, but only including
the calculation of the financial covenant set forth in Section 7.11(a);




          (iii) the delivery of the financial statements referred to in Section 6.01(a),
financial projections for the 12 months succeeding the date of such financial statements,
such projections to be prepared by management of the Company, in form satisfactory to the
Administrative Agent; and




          (iv) any event described herein requiring Pro Forma Compliance, a duly completed Pro
Forma Compliance Certificate (including the calculation of the financial covenants set forth
in Section 7.11(a), (b) and (c) and the Consolidated Total Debt to
EBITDA Ratio) or Pro Forma Revolving Borrowing Base Certificate, as applicable, signed by a
Responsible Officer of the Company;



     (b) concurrently with (and in no event later than the time required for) the delivery of the
financial statements referred to in Sections 6.01(a) and (b), a duly completed
Revolving Borrowing Base Certificate as of the end of the respective fiscal year or calendar month,
signed by a Responsible Officer of the Company; provided that, if any Event of Default
shall have occurred and be continuing, the Company shall deliver such Revolving Borrowing Base
Certificates, each signed by a Responsible Officer of the Company, at any other time requested by
the Administrative Agent;



     (c) in the event of any Disposition resulting in Net Cash Proceeds in an amount greater than
$25,000,000 (excluding the value of New Vehicles sold in such Disposition) and concurrently with
the delivery of a notice of Disposition required pursuant to Section 6.03(g), a duly
completed Revolving Borrowing Base Certificate giving pro forma effect to such Disposition, based
on the prior month’s Revolving Borrowing Base Certificate, and subtracting sold assets but
reflecting prepayments of Loans required pursuant to Section 2.05(c) in connection with
such Disposition and delivery of such certificates;



     (d) in the event of any Acquisition, the certificates and information required by Section
7.12;



     (e) within a reasonable period of time after any request by the Administrative Agent, detailed
information regarding assets in the Revolving Borrowing Base, including without limitation
receivables ageing reports, inventory and equipment listings for all Vehicles, in each



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case in form and substance and containing such details as may be reasonably requested by the
Administrative Agent;




     (f) promptly after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the board of directors
(or the audit committee of the board of directors) of the Company by independent accountants in
connection with the accounts or books of the Company or any Subsidiary, or any audit of any of
them;



     (g) promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the Company, and copies of
all annual, regular, periodic and special reports and registration statements which the Company may
file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;



     (h) promptly, and in any event within five Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence received from the
SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or
possible investigation by such agency regarding financial or other operational results of any Loan
Party or any Subsidiary thereof;



     (i) promptly after any request by the Administrative Agent, copies of any non-cancelable
purchase and sale agreement referenced in the definition of “Consolidated Current Assets”; and



     (j) promptly, such additional information regarding the business, financial or corporate
affairs of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, as
the Administrative Agent or any Lender may from time to time reasonably request.



     Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(g) (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Company posts such documents, or provides a link thereto on
the Company’s website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website,
if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that: (i)
the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender
that requests the Company to deliver such paper copies until a written request to cease delivering
paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify
the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any
such documents and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every
instance the Company shall be required to provide paper copies of the Compliance Certificates
required by Section 6.02(a) to the Administrative Agent.



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Except for such Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by the Company with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.




     The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will
make available to the Lenders and the L/C Issuers materials and/or information provided by or on
behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of
the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive
material non-public information with respect to the Company or its Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities. The Company hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Company
shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the
Lenders to treat such Borrower Materials as not containing any material non-public information with
respect to the Company or its securities for purposes of United States Federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 10.07); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Side Information”.



     6.03 Notices. Promptly notify the Administrative Agent and each Lender:



     (a) of the occurrence of any Default;



     (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual
Obligation of the Company or any Subsidiary; (ii) any notice or correspondence from or on behalf of
the applicable franchisor, distributor or manufacturer, the Company or any Subsidiary alleging that
any such event has occurred with respect to any Franchise Agreement or Framework Agreement, (iii)
any dispute, litigation, investigation, proceeding or suspension between the Company or any
Subsidiary and any Governmental Authority which such dispute, litigation, investigation, proceeding
or suspension arising under this clause (iii) has resulted or could reasonably be expected to
result in a Material Adverse Effect; or (iv) the commencement of, or any material development in,
any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any
applicable Environmental Laws, where the result of such event arising under this clause (iv) has
resulted or could reasonably be expected to result in a Material Adverse Effect;



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     (c) of the occurrence of any ERISA Event with respect to a Pension Plan, and subject to
notification to the Company, with respect to a Multiemployer Plan or Multiple Employer Plan;



     (d) of any material change in accounting policies or financial reporting practices by the
Company or any Subsidiary;



     (e) of the Registered Public Accounting Firm’s determination (in connection with its
preparation of any report under Section 6.01(a)(ii)) or the Company’s determination at any
time of the occurrence or existence of any Internal Control Event;



     (f) of (i) any Franchise Agreement entered into after the Closing Date (and a copy of such
Franchise Agreement) which deviates in any material respect from the Franchise Agreements for the
applicable vehicle manufacturer or distributor delivered as of the Closing Date, (ii) any Framework
Agreement (and a copy of such Framework Agreement) entered into after the Closing Date (including
the subject matter and term of such Framework Agreement), (iii) the termination or expiration of
any Franchise Agreement or Framework Agreement, including the expiration of a Franchise Agreement
which has expired as described in Section 8.01(l) and has not been renewed within 30 days,
(iv) any amendment or other modification (and a copy of such amendment or modification) of any
Framework Agreement, and (v) any material adverse change in the relationship between the Company or
any Subsidiary and any vehicle manufacturer or distributor, including the written threat of loss of
a new vehicle franchise or the written threat of termination of a Franchise Agreement or Framework
Agreement;



     (g) of the occurrence of any Disposition of property or assets resulting in Net Cash Proceeds
greater than $25,000,000 (such amount to exclude the value of New Vehicles sold in such
Disposition), such notice pursuant to this clause (g) to be given on the date of such Disposition
and to include (i) a statement of the date of the Disposition and the property or assets Disposed
of, and (ii) an itemized calculation of the Net Cash Proceeds from such Disposition (including
showing as a separate line item each category of payments, expenses or taxes that are deducted as
part of such calculation; and



     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible
Officer of the Company setting forth details of the occurrence referred to therein and stating what
action the Company has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement
and any other Loan Document that have been breached.



     6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable (a)
all tax liabilities, assessments and governmental charges or levies upon it or its properties or
assets, including Vehicles, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained
by the Company or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a
Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing such Indebtedness.



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     6.05 Preservation of Existence, Etc.; Maintenance of Vehicle Title Documentation. Preserve,
renew and maintain in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by Section 7.04 or
7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses
and franchises necessary or desirable in the normal conduct of its business, except to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect; (c)
preserve or renew all of its registered patents, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a Material Adverse Effect; and (d)
if applicable, preserve and maintain, in accordance with its standard policies and procedures, all
manufacturer statements of origin, certificates of origin, certificates of title or ownership and
other customary vehicle title documentation necessary or desirable in the normal conduct of its
business and maintain records evidencing which Vehicles are being used as Demonstrators and Rental
Vehicles (each as defined in the Floorplan Credit Agreement).



     6.06 Maintenance of Properties; Repairs. (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals
and replacements thereof except where the failure to do so could not reasonably be expected to have
a Material Adverse Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.



     6.07 Maintenance of Insurance. (a) Maintain with financially sound and reputable insurance
companies not Affiliates of the Company or any Subsidiary, insurance with respect to its properties
and business against loss or damage of the kinds customarily insured against by Persons engaged in
the same or similar business and otherwise as required by the Security Instruments; (b) maintain
general public liability insurance at all times with financially sound and reputable insurance
companies not Affiliates of the Company or any Subsidiary, against liability on account of damage
to persons and property; and (c) maintain insurance under all applicable workers’ compensation laws
and against loss by reason of business interruption with such policies of insurance to have such
limits, deductibles, exclusions, co-insurance and other provisions providing no less coverage than
that maintained on the Closing Date, such insurance policies to be in form reasonably satisfactory
to the Administrative Agent. Each of the policies described in this Section 6.07 shall
provide that the insurer shall give the Administrative Agent not less than thirty (30) days’ prior
written notice before any material amendment to any such policy by endorsement or any lapse,
termination or cancellation thereof, each such policy of liability insurance shall list the
Administrative Agent as an additional insured, and each such policy of casualty insurance shall
list the Administrative Agent as loss payee pursuant to a loss payee clause in form and substance
satisfactory to the Administrative Agent.



     6.08 Compliance with Laws and Contractual Obligations. Comply in all material respects with
the requirements of all Laws and all orders, writs, injunctions and decrees and all Contractual
Obligations applicable to it or to its business or property, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.



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     6.09 Books and Records. Maintain proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company or such Subsidiary, as
the case may be, including, if applicable, books and records specifying the year, make, model,
cost, price, location and vehicle identification number of each Vehicle owned by the Company or
such Subsidiary.



     6.10 Inspection Rights. Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties (including
inspecting Vehicles and conducting random samples of the net book value of the Used Vehicles), to
examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants, all at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the Company (except for
access required in connection with a floorplan audit pursuant to Section 6.12, which will
be permitted at any time during regular business hours (or at other times consistent with standard
industry practice) and without advance notice); provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of the
Company at any time during normal business hours and without advance notice.



     6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for acquisitions, working
capital, capital expenditures and other lawful corporate purposes, in each case not in
contravention of any Law or any Loan Document; provided that no proceeds of any Credit
Extension shall be paid to any Unrestricted Subsidiary.



     6.12 [Intentionally Omitted].



     6.13 Location of Collateral. Keep the Collateral only at the locations set forth on
Schedule 6.13, as such schedule may be revised from time to time as set forth in the
Compliance Certificate delivered pursuant to Section 6.02(a), except that Vehicles may, in
the ordinary course of business, (i) be temporarily in transit to or between such locations or (ii)
be temporarily removed from such locations (a) for repair, (b) when being test driven by potential
customers or (c) in the case of Heavy Trucks, for conversion of any such Heavy Truck at a
conversion facility, and, if the applicable customer has purchased the applicable Heavy Truck, the
conversion facility may transport such Heavy Truck directly to such customer.



     6.14 Additional Subsidiaries. As soon as practicable but in any event within thirty (30) days
following the acquisition, creation or designation of any Restricted Subsidiary (or the date a
Subsidiary otherwise qualifies as a Restricted Subsidiary) cause to be delivered to the
Administrative Agent each of the following:




          (i) a Joinder Agreement duly executed by such Restricted Subsidiary with all schedules
and information thereto appropriately completed (including appropriate indications if such
Restricted Subsidiary is a Dual Subsidiary or a Silo Subsidiary);




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     (ii) a Joinder Agreement (or an amendment to a Joinder Agreement or a supplement to the
Pledge Agreement or Escrow and Security Agreement, as applicable) by the direct owner of the
Equity Interests in such Restricted Subsidiary, which Joinder Agreement (or amendment or
supplement) effects the pledge of the Equity Interests of such Restricted Subsidiary
pursuant to the Pledge Agreement or the escrow of the Equity Interests of such Restricted
Subsidiary pursuant to the Escrow and Security Agreement, as the case may be;




     (iii) UCC financing statements naming such Subsidiary as “Debtor” and naming the
Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form,
substance and number sufficient in the reasonable opinion of the Administrative Agent and
its counsel to be filed in all UCC filing offices in which filing is necessary or advisable
to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the
Liens on the Collateral conferred under such Joinder Agreement and other Security
Instruments to the extent such Lien may be perfected by UCC filings;




     (iv) unless the Required Lenders expressly waive such requirement in accordance with
Section 10.01, in the case of any single Acquisition or any related series of
Acquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, an opinion or
opinions of counsel to such Restricted Subsidiary dated as of the date of delivery of such
Joinder Agreements (and other Loan Documents) provided for in this Section 6.14 and
addressed to the Administrative Agent, in form and substance acceptable to the
Administrative Agent;




     (v) the documents described in Sections 4.01(a)(iii), (iv), (vii), (xii), (xiii),
(xxi), (xxii) and (xxiii) with respect to such Restricted Subsidiary; and




     (vi) evidence satisfactory to the Administrative Agent that all taxes, filing fees,
recording fees and other related transaction costs have been paid; provided that,
Sonic FFC 1, Inc., Sonic FFC 2, Inc. and Sonic FFC 3, Inc. shall be excluded from the
requirements in this Section 6.14 so long as such Persons have no operations other
than serving as special purpose entities for the repayment of Indebtedness identified on
Schedule 7.03 as of the Closing Date as “Falcon Indebtedness” with proceeds of
rental payments received by such Persons in the amount of such payments.




In addition, such Subsidiary shall also comply with Section 7.16 (in the case of a
Silo Subsidiary), Section 7.17 (in the case of a Dual Subsidiary) and Section
7.20.



     6.15 Further Assurances. Execute, acknowledge, deliver, and record or file such further
instruments, including, without limitation, further security agreements, financing statements, and
continuation statements, and do such further acts as may be reasonably necessary, desirable, or
proper to carry out more effectively the purposes of this Agreement, to protect the Liens granted
in this Agreement or the Loan Documents to which any Loan Party is a party and against the rights
or interests of third Persons, and the Company will pay all reasonable costs connected with any of
the foregoing.



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     6.16 Landlord Waivers. With respect to any real property leased by the Company or any Loan
Party, where requested by the Administrative Agent, the Company and each Loan Party shall use
commercially reasonable efforts (and shall deliver to the Administrative Agent satisfactory
evidence of such efforts) to deliver a Landlord Waiver (to the extent not previously delivered to
the Administrative Agent) duly executed by the applicable landlord in form and substance reasonably
satisfactory to the Administrative Agent.



     6.17 Notices regarding Indebtedness.



     (a) At the time the Company or any Loan Party enters into any Permitted Indenture Refinancing
Indebtedness, the Company shall deliver to the Administrative Agent a certificate, in form and
substance acceptable to the Administrative Agent, attaching copies of all material documentation
relating to such Permitted Indenture Refinancing Indebtedness, stating the amount of such Permitted
Indenture Refinancing Indebtedness and certifying that (i) such Permitted Indenture Refinancing
Indebtedness complies with the requirements of Sections 7.15 and 7.09 and the
definition of “Permitted Indenture Refinancing Indebtedness” and (ii) no Event of Default shall
have occurred and be continuing or would occur as a result thereof.



     (b) At the time the Company or any Loan Party enters into any Additional Indebtedness, the
Company shall deliver to the Administrative Agent a certificate, in form and substance acceptable
to the Administrative Agent, attaching copies of all material documentation relating to such
Additional Indebtedness, stating the amount of such Additional Indebtedness and certifying that (i)
such Additional Indebtedness complies with the requirements of Sections 7.15 and
7.09 and the definition of “Additional Indebtedness” and (ii) no Event of Default shall
have occurred and be continuing or would occur as a result thereof.



     6.18 Joinder of Additional Silo Lenders. To the extent not otherwise required to be delivered
pursuant to Sections 7.16 or 7.17 and as soon as practicable but in any event
within five (5) days following the initial incurrence of Permitted Silo Indebtedness by any
Subsidiary from a Silo Lender with respect to a particular franchise, cause to be delivered to the
Administrative Agent a joinder agreement to the Master Intercreditor Agreement executed by the
applicable Silo Lender, along with any applicable revised exhibits thereto.



     6.19 Deposit Accounts. Maintain with the Administrative Agent at all times the depository
arrangements in existence with the Administrative Agent on the Closing Date (including the
maintenance of all business, operating and administrative deposit accounts) unless otherwise
approved by the Administrative Agent.



     6.20 Post-Closing Intercreditor Agreements. Within 30 days of the Closing Date, or such later
date as determined by the Administrative Agent in its sole discretion, deliver intercreditor
agreements executed by each Service Loaner Lender which, as of the Closing Date, provides Permitted
Service Loaner Indebtedness but does not provide Permitted Silo Indebtedness and is not a party to
the Master Intercreditor Agreement (which such intercreditor agreements shall meet the requirements
set forth in the definition of “Permitted Service Loaner Indebtedness”).



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ARTICLE VII.

NEGATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Company shall not, nor shall it permit any Subsidiary to, directly or indirectly:



     7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than the following:



     (a) Liens pursuant to any Loan Document;



     (b) Liens existing on the date hereof and listed on Schedule 7.01 and any refunding,
refinancing, renewals or extensions thereof, provided that (i) the property covered thereby
is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or
any contingent obligor with respect thereto is not changed, and (iv) any refunding, refinancing,
renewal or extension of the obligations secured or benefited thereby is permitted by Section
7.03(b);



     (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;



     (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than thirty
(30) days or which are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the books of the applicable
Person;



     (e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation, other than any Lien
imposed by ERISA;



     (f) deposits to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;



     (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real
property which, in the aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person;



     (h) Liens securing judgments for the payment of money not constituting an Event of Default
under Section 8.01(h);



     (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that
(i) such Liens do not at any time encumber any property other than the property financed by such



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Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market
value, whichever is lower, of the property being acquired on the date of acquisition;




     (j) Liens securing Permitted Silo Indebtedness so long as the respective Silo Lender (and each
other party to the Master Intercreditor Agreement) has executed and delivered the Master
Intercreditor Agreement to the Administrative Agent and such Liens are subject to the Master
Intercreditor Agreement; provided that, Permitted Silo Indebtedness provided by a Silo
Lender may be cross-collateralized with other Permitted Silo Indebtedness provided by such Silo
Lender;



     (k) Liens on Permitted Real Estate Indebtedness Collateral securing either Permitted Real
Estate Indebtedness permitted by Section 7.03(l) or permitted Guarantees thereof;



     (l) Liens securing Permitted Service Loaner Indebtedness so long as (i) each Service Loaner
Lender holding such Indebtedness (and each other party to the Master Intercreditor Agreement or
other intercreditor agreement) has executed and delivered to the Administrative Agent the Master
Intercreditor Agreement or (ii) the Company has used commercially reasonable efforts to obtain an
intercreditor agreement meeting the requirements set forth in the definition of “Permitted Service
Loaner Indebtedness”; provided that, Permitted Service Loaner Indebtedness provided by a
Service Loaner Lender may be cross-collateralized with other Permitted Service Loaner Indebtedness
provided by such Service Loaner Lender;



     (m) Liens securing the Floorplan Facility so long as the Floorplan Revolving Administrative
Agent (and each other party to the Master Intercreditor Agreement) has executed and delivered the
Master Intercreditor Agreement to the Administrative Agent and such Liens are subject to the Master
Intercreditor Agreement; and



     (n) Liens not otherwise permitted under this Section 7.01; provided that (i)
at the time of the creation or incurrence of such Lien, no Default shall exist or would result from
such Lien, (ii) no such Lien attaches to any Collateral, and (iii) the aggregate Indebtedness
secured by (and the value of the assets subject to) all Liens created or incurred in reliance on
this clause (n) shall not exceed $10,000,000 at any time.



     7.02 Investments. Make any Investments, except:



     (a) Investments held by the Company or such Subsidiary in the form of cash equivalents or
short-term marketable securities;



     (b) advances to officers, directors and employees of the Company and Subsidiaries in an
aggregate amount not to exceed $5,000,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes;



     (c) Investments of the Company in any Subsidiary Guarantor and Investments of any Subsidiary
Guarantor in the Company or in another Subsidiary Guarantor;



     (d) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and



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Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;




     (e) Guarantees permitted by Section 7.03;



     (f) Acquisitions permitted by Section 7.12;



     (g) capital contributions (in order to meet capital requirements imposed by applicable Law) or
insurance premium payments by any Loan Party to SRM Assurance, Ltd., which capital contributions
and premium payments do not exceed $6,000,000 in the aggregate in any fiscal year of the Company;



     (h) Buyer Notes obtained by the Company or a Subsidiary in connection with a Disposition
permitted by Section 7.05(g), provided, however, that the aggregate amount
of all such Investments at any one time shall not exceed $5,000,000;



     (i) Investments made in connection with the Company’s supplemental executive retirement plan,
as the same may be amended, so long as such Investments do not exceed (A) $5,000,000 in any given
calendar year or (B) $10,000,000 in the aggregate; and



     (j) other Investments not exceeding $5,000,000 in the aggregate in any fiscal year of the
Company.



     7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:



     (a) Indebtedness under the Loan Documents;



     (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any
refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of
such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any
existing commitments unutilized thereunder and (ii) the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and other material terms
taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of
any agreement entered into and of any instrument issued in connection therewith, are no less
favorable in any material respect to the Loan Parties or the Lenders than the terms of any
agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended
and the interest rate applicable to any such refinancing, refunding, renewing or extending
Indebtedness does not exceed the then applicable market interest rate;



     (c) Guarantees of the Company or any Subsidiary Guarantor in respect of Indebtedness otherwise
permitted hereunder of the Company or any Subsidiary Guarantor;



     (d) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising
under any Swap Contract, provided that (i) such obligations are (or were) entered into by
such Person in the ordinary course of business for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets, or property held or reasonably



100









 




anticipated by such Person, or changes in the value of securities issued by such Person, and
not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not
contain any provision exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party;




     (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money
obligations for fixed or capital assets within the limitations set forth in Section
7.01(i); provided, however, that the aggregate amount of all such Indebtedness
at any one time outstanding shall not exceed $5,000,000;



     (f) Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any time
outstanding;



     (g) Permitted Silo Indebtedness so long as each Silo Lender holding such Indebtedness (and
each other party to the Master Intercreditor Agreement) has executed and delivered the Master
Intercreditor Agreement to the Administrative Agent;



     (h) 2002-4.25% Indenture Indebtedness and any Permitted Indenture Refinancing Indebtedness
that has refinanced or replaced any 2002-4.25% Indenture Indebtedness; provided that (i)
the aggregate amount of all such 2002-4.25% Indenture Indebtedness and such Permitted Indenture
Refinancing Indebtedness at any one time outstanding shall not exceed the aggregate principal
amount of such Indebtedness existing as of the Closing Date, less the aggregate principal
amount of all 2002-4.25% Indenture Indebtedness that is prepaid as permitted hereunder,
plus, to the extent permitted hereunder, the amount of payment-in-kind interest accrued on
such 2002-4.25% Indenture Indebtedness, and (ii) both immediately prior to the issuance of such
Permitted Indenture Refinancing Indebtedness and after giving effect to such Permitted Indenture
Refinancing Indebtedness (A) no Default or Event of Default shall exist, and (B) the Company and
its Subsidiaries shall be in Pro Forma Compliance, as evidenced by a Pro Forma Compliance
Certificate;



     (i) 2003-8.625% Indenture Indebtedness and any Permitted Indenture Refinancing Indebtedness
that has refinanced or replaced any 2003-8.625% Indenture Indebtedness; provided that (i)
the aggregate amount of all such 2003-8.625% Indenture Indebtedness and such Permitted Indenture
Refinancing Indebtedness at any one time outstanding shall not exceed the aggregate principal
amount of such Indebtedness existing as of the Closing Date, less the aggregate principal
amount of all 2003-8.625% Indenture Indebtedness that is prepaid as permitted hereunder,
plus, to the extent permitted hereunder, the amount of payment-in-kind interest accrued on
such 2003-8.625% Indenture Indebtedness, and (ii) both immediately prior to the issuance of such
Permitted Indenture Refinancing Indebtedness and after giving effect to such Permitted Indenture
Refinancing Indebtedness (A) no Default or Event of Default shall exist, and (B) the Company and
its Subsidiaries shall be in Pro Forma Compliance, as evidenced by a Pro Forma Compliance
Certificate;



     (j) 2009-5.0% Indenture Indebtedness and any Permitted Indenture Refinancing Indebtedness that
has refinanced or replaced any 2009-5.0% Indenture Indebtedness; provided that (i) the
aggregate amount of all such 2009-5.0% Indenture Indebtedness and such Permitted Indenture
Refinancing Indebtedness at any one time outstanding shall not exceed the aggregate



101









 




principal amount of such Indebtedness existing as of the Closing Date, less the
aggregate principal amount of all 2003-8.625% Indenture Indebtedness that is prepaid as permitted
hereunder, plus, to the extent permitted hereunder, the amount of payment-in-kind interest
accrued on such 2009-5.0% Indenture Indebtedness, and (ii) both immediately prior to the issuance
of such Permitted Indenture Refinancing Indebtedness and after giving effect to such Permitted
Indenture Refinancing Indebtedness (A) no Default or Event of Default shall exist, and (B) the
Company and its Subsidiaries shall be in Pro Forma Compliance, as evidenced by a Pro Forma
Compliance Certificate;




     (k) Additional Indebtedness in addition to the Indebtedness described in Sections
7.03(h), (i) and (j), if both immediately prior to the issuance of such
Additional Indebtedness and after giving effect to such Additional Indebtedness (i) no Default or
Event of Default shall exist, and (ii) the Company and its Subsidiaries shall be in Pro Forma
Compliance, as evidenced by a Pro Forma Compliance Certificate;provided, however,
that the aggregate amount of all such Additional Indebtedness at any one time outstanding shall not
exceed $50,000,000;



     (l) Permitted Real Estate Indebtedness;



     (m) Permitted Service Loaner Indebtedness so long as (i) each Service Loaner Lender holding
such Indebtedness (and each other party to the Master Intercreditor Agreement or other
intercreditor agreement) has executed and delivered to the Administrative Agent the Master
Intercreditor Agreement or (y) the Company has used commercially reasonable efforts to obtain an
intercreditor agreement meeting the requirements set forth in the definition of “Permitted Service
Loaner Indebtedness”; provided further that the Indebtedness described in this clause
(m) is in an aggregate principal amount not to exceed $2,500,000 at any time outstanding;



     (n) Indebtedness under the Floorplan Credit Agreement so long as the Floorplan Administrative
Agent (and each other party to the Master Intercreditor Agreement) has executed and delivered the
Master Intercreditor Agreement to the Administrative Agent; and



     (o) Indebtedness under any Secured Cash Management Arrangement.



     7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another
Person, or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any
Person, except that, so long as no Default exists or would result therefrom:



     (a) any Subsidiary may merge with (i) the Company, provided that the Company shall be
the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided
that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor
shall be the continuing or surviving Person;



     (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another
Person in order to consummate an Acquisition permitted by Section 7.12; provided
that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor
thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to
any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;



102









 





     (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Company or to another Subsidiary; provided that if the
transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the
Company or a Subsidiary Guarantor;



     (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any
Person in one transaction or in a series of transactions, provided that such Disposition or
Dispositions satisfy the requirements of Section 7.05(g) and in the case of a Disposition
of a dealership Subsidiary, Section 7.19; and



     (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance
with the terms of this Agreement (i) may be dissolved or have its entity status terminated or (ii)
so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such
Disposition, shall promptly at the request of the Company be released by the Administrative Agent
from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided
that, at any time such Subsidiary thereafter qualifies as a Restricted Subsidiary, the Company
shall cause to be delivered to the Administrative Agent all documents required to be delivered by
Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.



     7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition,
except:



     (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business;



     (b) Dispositions of inventory in the ordinary course of business;



     (c) Dispositions of equipment or real property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property or (ii) the
proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property;



     (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary;
provided that if the transferor of such property is a Subsidiary Guarantor, the transferee
thereof must either be the Company or a Subsidiary Guarantor;



     (e) Dispositions permitted by Section 7.04;



     (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback
transactions, provided that the book value of all property so Disposed of shall not exceed
$50,000,000 in any fiscal year;



     (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this
Section 7.05; provided that at the time of such Disposition, (i) no Default shall
exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership
Subsidiary, the requirements of Section 7.19 have been satisfied;



103









 




provided, however, that any Disposition pursuant to clauses (a) through (g) shall
be for fair market value.




     7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall
have occurred and be continuing at the time of any action described below or would result
therefrom:



     (a) each Subsidiary may make Restricted Payments to the Company and any Subsidiaries of the
Company that are Subsidiary Guarantors;



     (b) the Company may declare and make dividend payments or other distributions payable solely
in the common stock or other common Equity Interests of such Person;



     (c) any Loan Party may make “net share settlements” of vested restricted stock for tax
withholding;



     (d) the Company may make any Restricted Payment permitted by Section 7.15 (including
conversions of or similar payments made with respect to the Indenture Indebtedness, any Additional
Indebtedness permitted by Section 7.03(k), or any convertible notes that refinance the
Indenture Indebtedness or Additional Indebtedness permitted by Section 7.15); and



     (e) the Company may declare and make cash dividend or distribution payments, or purchase,
redeem, retire, acquire, cancel or terminate capital stock, in an aggregate amount for all such
Restricted Payments not to exceed $10,000,000 in any fiscal year; provided that, on the
date of such Restricted Payment, the Company and its Subsidiaries are in Pro Forma Compliance, as
evidenced by a Pro Forma Compliance Certificate.



     7.07 Change in Nature of Business. Engage in any material line of business substantially
different from those lines of business conducted by the Company and its Subsidiaries on the date
hereof or any business substantially related or incidental thereto.



     7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate
of the Company, whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the Company or such Subsidiary as would be
obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction
with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to
transactions between or among the Company and any Subsidiary Guarantor or between and among any
Subsidiary Guarantors.



     7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement
or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to the Company or any Loan Party or to otherwise transfer property to the Company or any
Loan Party, (ii) of any Subsidiary to Guarantee the Indebtedness of the Company, or (iii) of the
Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such
Person; provided, however, that (x) clauses (i), (ii) and (iii) above shall not
prohibit any such restriction on Restricted Payments, Guarantees or liens incurred or provided in
favor of any Floorplan Secured Party under the Floorplan Loan Documents, and (y)



104









 




clause (iii) above shall not prohibit any negative pledge incurred or provided in favor of any
holder of Indebtedness permitted under Section 7.03(e), (g), (l) or (m) solely to the
extent any such negative pledge relates to the property financed by or securing such Indebtedness,
(y) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under
Section 7.03(i) solely to the extent any such negative pledge does not prohibit any current
or future Lien of the Administrative Agent (for the benefit of the Secured Parties), on any
property of any Loan Party, or (z) manufacturer limitations on dividends set forth in Franchise
Agreements or Framework Agreements which limitations relate to minimum capitalization requirements
for dealerships; or (b) requires the grant of a Lien to secure an obligation of such Person if a
Lien is granted to secure another obligation of such Person.




     7.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.



     7.11 Financial Covenants.



     (a) Consolidated Liquidity Ratio. Permit the Consolidated Liquidity Ratio as of the
end of any calendar month ending during any period set forth below to be less than the ratio set
forth below opposite such period:



	 	 	 
	Period	 	Ratio
	Closing Date through and including March 30, 2011

	 	1.00 to 1.00
	March 31, 2011 through and including March 30, 2012

	 	1.05 to 1.00
	March 31, 2012 and thereafter

	 	1.10 to 1.00






     (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge
Coverage Ratio at any time to be less than the ratios and for the periods set forth below:



	 	 	 
	Period	 	Ratio
	Closing Date through and including March 30, 2011

	 	1.10 to 1.00
	March 31, 2011 through and including March 30, 2012

	 	1.15 to 1.00
	 
	March 31, 2012 and thereafter

	 	1.20 to 1.00
	 





     (c) Consolidated Total Senior Secured Debt to EBITDA Ratio. Permit the Consolidated
Total Senior Secured Debt to EBITDA Ratio at any time to be greater than 2.25 to 1.00.



     7.12 Acquisitions. Enter into any agreement, contract, binding commitment or other
arrangement providing for any Acquisition, or take any action to solicit the tender of securities
or proxies in respect thereof in order to effect any Acquisition, unless (i) the Person to be (or
whose



105









 




assets are to be) acquired does not oppose such Acquisition and the material line or lines of
business of the Person to be acquired are substantially the same as one or more line or lines of
business conducted by the Company and its Subsidiaries, or substantially related or incidental
thereto, (ii) no Default or Floorplan Default shall have occurred and be continuing either
immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the
aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any
fiscal year is in excess of $25,000,000, (w) the Required Lenders shall have consented to such
Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y)
the Company shall have furnished to the Administrative Agent pro forma historical financial
statements as of the end of the most recently completed fiscal year of the Company and most recent
interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions
consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro
Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance
Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered
simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall
be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary,
immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror
shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such
Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of
Section 6.14.




     7.13 Revolving Borrowing Base.



     (a) Permit at any time the sum of the Total Outstandings to exceed the Revolving Advance
Limit, unless the Company shall have immediately complied with Section 2.05(c) with respect
to such excess; or



     (b) substantially change the method of valuation of the Collateral with respect to the
Revolving Borrowing Base from that used by the Company and its Subsidiaries on the Closing Date.



     7.14 Amendments of Certain Indebtedness. Amend, modify or change in any manner any term or
condition of any of the Indenture Indebtedness or any Additional Indebtedness permitted by
Section 7.03(k) or refinance or replace any such Indebtedness so that the terms and
conditions thereof are less favorable to the Administrative Agent, the Lenders and the L/C Issuers
than the terms and conditions of the relevant Indebtedness as of the later of the Closing Date or
the date of incurrence thereof.



     7.15 Prepayments, etc. of Certain Indebtedness. (i) Prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner any of the Indenture
Indebtedness or any Additional Indebtedness (such prepayments, redemptions, purchases, defeases or
satisfactions referred to as “Indenture Prepayments”), except that, the Company may make
such Indenture Prepayments if, both immediately prior to such Indenture Prepayments and after
giving effect to such Indenture Prepayments (A) no Default or Event of Default shall exist, and (B)
the Company and its Subsidiaries shall be in Pro Forma Compliance, as evidenced by a Pro Forma
Compliance Certificate, or (ii) make any payment in violation of any subordination terms of any of
the Indenture Indebtedness or any Additional Indebtedness.



106









 





     7.16 Silo Subsidiaries. Permit any Subsidiary to become a Silo Subsidiary unless (i) any Silo
Lender providing Permitted Silo Indebtedness to such Subsidiary has delivered to the Administrative
Agent a joinder agreement to the Master Intercreditor Agreement (or if applicable, a revised
exhibit to the Master Intercreditor Agreement for such Silo Lender), (ii) such Subsidiary shall not
be designated a New Vehicle Borrower or entitled to the proceeds of any New Vehicle Floorplan
Loans, and (iii) prior to the time of designation of such Subsidiary as a Silo Subsidiary, all
outstanding New Vehicle Floorplan Loans with respect to such Subsidiary shall have been repaid.



     7.17 Dual Subsidiaries. Permit any Subsidiary to become a Dual Subsidiary unless (i) any Silo
Lender providing Permitted Silo Indebtedness to such Subsidiary has delivered to the Administrative
Agent a joinder agreement to the Master Intercreditor Agreement (or if applicable, a revised
exhibit to the Master Intercreditor Agreement for such Silo Lender), (ii) in the event the New
Vehicles of any such Dual Subsidiary are financed by both the New Vehicle Floorplan Facility and
Permitted Silo Indebtedness (each, an “Applicable Vehicle Floorplan”), each separate brand of New
Vehicles of any such Dual Subsidiary must be financed by the same Applicable Vehicle Floorplan,
(iii) no Used Vehicles of any such Dual Subsidiary shall be financed by the Used Vehicle Floorplan
Facility, and (iv) no Silo Lender may finance Used Vehicles at the applicable dealership unless it
finances New Vehicles at such dealership and (v) prior to the time of designation of such
Subsidiary as a Dual Subsidiary, all outstanding New Vehicle Floorplan Loans with respect to such
Subsidiary for New Vehicles of any dealerships which will be financed by such Permitted Silo
Indebtedness shall have been repaid.



     7.18 Related Swap Contracts. Permit the Company or any other Loan Party party to any Related
Swap Contract to amend, supplement or otherwise modify the terms of any Related Swap Contract or
any document relating thereto in any way to advantage, or provide any incremental credit support
to, any Lender or any Affiliate of a Lender party to such Related Swap Contract without amending,
modifying or supplementing each other Related Swap Contract to equally advantage, or to provide the
same incremental credit support to, the Lender or Affiliate of a Lender party to such other Related
Swap Contract. Each Lender agrees to and acknowledges (on behalf of itself and its Affiliates) the
restrictions on amendments, supplements or other modifications of Related Swap Contracts described
herein.



     7.19 Disposition of Subsidiary or Franchise. Sell to any Person other than the Company or any
of its Subsidiaries, dissolve, or transfer back to the franchisor, any franchise (or Subsidiary
that owns one or more franchises), unless any applicable Silo Lender with respect to any Permitted
Silo Indebtedness of such franchise (or Subsidiary) has (a) taken any steps necessary so that any
remaining assets of the Company and its remaining Subsidiaries no longer secure floorplan
Indebtedness of such transferred franchise or Subsidiary and (b) delivered to the Administrative
Agent a revised Master Intercreditor Agreement exhibit for such lender, deleting such franchise (or
in the case of a sale of a Subsidiary, any franchise owned by such Subsidiary) from such exhibit or
other evidence satisfactory to the Administrative Agent in its reasonable discretion that such Silo
Lender will deliver such revised exhibit upon payment of amounts remaining under such transferred
franchise or Subsidiary’s floorplan Indebtedness.



     7.20 Additional Credit Support Documentation. Permit any Subsidiary to Guarantee or grant any
Lien in favor of any Silo Lender in respect of Permitted Silo Indebtedness



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except for such Guarantees by and Liens granted by Silo Subsidiaries and Dual Subsidiaries
which receive Permitted Silo Indebtedness from such Silo Lender. Without limiting the foregoing
and without limiting the generality of the Subsidiary Guaranty or Section 6.14, in the
event any Silo Lender receives a Guarantee or Lien in violation of the previous sentence, the
Company shall cause the applicable Subsidiaries to provide substantially similar Guarantees to the
Administrative Agent, the L/C Issuer and the Lenders or grant substantially similar Liens in favor
of the Administrative Agent (for the benefit of the Secured Parties) to the same extent.




     7.21 Perfection of Deposit Accounts. Permit any Person (other than the Administrative Agent
(on behalf of the Secured Parties) to obtain any deposit account control agreement (or otherwise
perfect any Lien in) any deposit account of the Company or any of its Subsidiaries.



ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




     8.01 Events of Default. Any of the following shall constitute an Event of Default (each an
“Event of Default”):



     (a) Non-Payment. The Company or any other Loan Party fails to pay (i) when and as
required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii)
within five (5) days after the same becomes due, any interest on any Loan or on any L/C Obligation,
or any fee due hereunder, or (iii) within five (5) days after the same becomes due, any other
amount payable hereunder or under any other Loan Document; or



     (b) Specific Covenants. The Company fails to perform or observe any term, covenant or
agreement contained in any of Section 6.01, 6.02(a), (b), (c) or (d), 6.03,
6.05, 6.10, 6.11 or 6.12 or Article VII; or



     (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part
to be performed or observed and such failure continues for thirty (30) days after the giving of
written notice to such Loan Party specifying the alleged default; or



     (d) Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Company or any other Loan Party
herein, in any other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect when made or deemed made; or



     (e) Cross-Default. (i) The Company or any Subsidiary (A) fails to make any payment
when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness
under Swap Contracts but including Permitted Silo Indebtedness) having a principal amount
(including undrawn committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement), either individually



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or in the aggregate for all Indebtedness for which a payment default then exists, of more than
the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating
to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event occurs (each, an “Other Event”), the
effect of which default or Other Event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness in excess of the Threshold Amount (either individually or in the
aggregate for all Indebtedness for which a covenant default then exists) to be demanded or to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded;
provided that, the mere fact that any Indebtedness is a “demand obligation” and payment
thereof may be demanded at any time (whether or not any Person has defaulted thereunder) shall not,
by itself, constitute an “Other Event,” but the demand for payment thereof shall constitute an
“Other Event”; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined
in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which
the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the Company or any
Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or




     (f) Insolvency Proceedings, Etc. The Company, any Loan Party or any of their
respective Subsidiaries institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents
to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer for it or for all or any material part of its property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the
application or consent of such Person and the appointment continues undischarged or unstayed for
sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person
or to all or any material part of its property is instituted without the consent of such Person and
continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered
in any such proceeding; or



     (g) Inability to Pay Debts; Attachment. (i) The Company or any Subsidiary becomes
unable or admits in writing its inability or fails generally to pay its debts as they become due,
or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not released, vacated or
fully bonded within thirty (30) days after its issue or levy; or



     (h) Judgments. There is entered against the Company or any Subsidiary (i) a final
judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount,
or in the case of the class action lawsuit regarding the APCO etch product, Case No. 02-12274
currently pending in the 13th Judicial Circuit, Hillsborough County, Florida, $20,000,000 (in each
case, to the extent not covered by independent third-party insurance as to which the insurer does
not dispute coverage), or (ii) any one or more non-monetary final



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judgments that have, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced
by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days
during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is
not in effect; or




     (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan or Multiple Employer Plan which has resulted or could reasonably be expected to result in
liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan, Multiple
Employer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the
Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under Section 4201 of
ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or



     (j) Invalidity of Loan Documents. (i) Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or thereunder
or satisfaction in full of all the Obligations, ceases to be in full force and effect; or (ii) any
Security Instrument shall for any reason (other than pursuant to the terms thereof) cease to create
a valid security interest in the Collateral purported to be covered thereby or such security
interest shall for any reason cease to be a perfected security interest with the priority provided
therefor in such Security Instrument and as contemplated in the Master Intercreditor Agreement
subject only to those Liens permitted by Section 7.01; or



     (k) Change of Control. There occurs any Change of Control; or



     (l) Franchise Agreements and Framework Agreements. (i) Any Franchise Agreement or
Framework Agreement is terminated or suspended or expires and a replacement for such Franchise
Agreement or Framework Agreement is not entered into within 30 days of such termination, suspension
or expiration, (ii) there occurs a default by any Person in the performance or observance of any
term of any Franchise Agreement or Framework Agreement which is not cured within any applicable
cure period therein, or (iii) there occurs any change in any Franchise Agreement or Framework
Agreement, except in each case referred to in clauses (i), (ii) and (iii) to the extent such
termination, suspension, expiration, default or change (either individually or in the aggregate)
could not reasonably be expected to have a Material Adverse Effect; provided that, in the
event a Franchise Agreement expires in accordance with its terms, if and for so long as the
respective dealership Subsidiary and manufacturer or distributor are negotiating in good faith to
renew such Franchise Agreement, and the respective manufacturer or distributor has not taken (and
is not reasonably expected to take) any action to terminate such Franchise Agreement, such
expiration shall not by itself be considered an Event of Default under this Section
8.01(l); or



     (m) Floorplan Event of Default. A Floorplan Event of Default shall occur and be
continuing.



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     8.02 Remedies Upon an Event of Default.



     (a) If any Event of Default occurs and is continuing, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders, take any or all of the following
actions:




     (i) declare the commitment of each Lender to make Loans and any obligation of each L/C
Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;




     (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued
and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;




     (iii) require that the Company Cash Collateralize the L/C Obligations (in an amount
equal to the then Outstanding Amount thereof); and




     (iv) exercise on behalf of itself, the Lenders and the L/C Issuers all rights and
remedies available to it, the Lenders and the L/C Issuers under the Loan Documents;


provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Company under the Bankruptcy Code of the United States, the
obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and
all interest and other amounts as aforesaid shall automatically become due and payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any
Lender.




     (b) In addition to the foregoing, if any Floorplan Event of Default or Event of Default occurs
and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of,
the Required Lenders or the Required Floorplan Lenders, take any or all of the following actions:




     (i) foreclose upon, take possession of, or otherwise exercise any remedies available to
it under any Security Instrument with respect to, any of the Collateral securing any of the
obligations under the Floorplan Loan Documents, or




     (ii) take any action to perfect or preserve the rights of the Revolving Administrative
Agent with respect to any Collateral described in clause (i) above, including filing any
appropriate claim or document with respect to any such Collateral in any proceeding under
any Debtor Relief Law.



     8.03 Application of Funds. After the exercise of remedies provided for in this Article
VIII (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall, subject to the
provisions of Sections 2.15 and 2.16 (and unless the Administrative Agent
determines in good



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faith that any such amount should be delivered to another Person pursuant to the Master
Intercreditor Agreement), be applied by the Administrative Agent in the following order:




     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III but excluding amounts payable
under Related Swap Contracts or Secured Cash Management Arrangements) payable to the Administrative
Agent in its capacity as such;



     Second, to payment of that portion of the Obligations constituting accrued and unpaid
interest and principal of the Swing Line Loans due to the Swing Line Lender;



     Third, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest, Letter of Credit Fees and amounts payable in
respect of Related Swap Agreements or Secured Cash Management Arrangements) payable to the Lenders
and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuers (including fees and time charges for attorneys who may be employees of any
Lender or the L/C Issuers) and amounts payable under Article III), ratably among them in
proportion to the respective amounts described in this clause Third payable to them;



     Fourth, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations (other than
such Obligations under Related Swap Contracts or Secured Cash Management Arrangements), ratably
among the Lenders and the L/C Issuers in proportion to the respective amounts described in this
clause Fourth payable to them;



     Fifth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the
respective amounts described in this clause Fifth held by them;



     Sixth, to the Administrative Agent for the account of the L/C Issuers, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit to the extent not otherwise Cash Collateralized by the Company pursuant to Sections
2.03 and 2.16;



     Seventh, to payment of that portion of the Obligations constituting unpaid Obligations
then owing under Related Swap Contracts and Secured Cash Management Arrangements, ratably among the
Lenders or Affiliate of the Lenders and Cash Management Banks in proportion to the respective
amounts described in this clause Seventh held by them;



     Eighth, to the payment of all other Obligations of the Loan Parties owing under or in
respect of the Loan Documents that are due and payable to the Administrative Agent and the other
Secured Parties, or any of them, on such date, ratably based on the respective aggregate amounts of
all such Obligations owing to the Administrative Agent and the other Secured Parties on such date;
and



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     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Company or as otherwise required by Law.


Subject to Section 2.03(c) and 2.16, amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Seventh above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on
deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the order set forth
above.



Notwithstanding the foregoing, Obligations arising under Secured Cash Management Arrangements and
Related Swap Agreements shall be excluded from the application described above if the
Administrative Agent has not received written notice thereof, together with such supporting
documentation as the Administrative Agent may request, from the applicable Cash Management Bank or
Lender or Affiliate of a Lender party to a Related Swap Agreement, as the case may be. Each Cash
Management Bank or Affiliate of a Lender party to a Related Swap Agreement not a party to this
Agreement that has given the notice contemplated by the preceding sentence shall, by such notice,
be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to
the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.




ARTICLE IX.

ADMINISTRATIVE AGENT




     9.01 Appointment and Authority. Each of the Lenders and each L/C Issuer hereby irrevocably
appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and
the L/C Issuers, and neither the Company nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.



     9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Company or any Subsidiary or other
Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any
duty to account therefor to the Lenders.



     9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:



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     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;



     (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;
and



     (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
the Company or any of their Affiliates that is communicated to or obtained by the Person serving as
the Administrative Agent or any of its Affiliates in any capacity.



     The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders or (under the circumstances described in
Section 8.02(c)) either the Required Lenders or the Required Floorplan Lenders) (or, in
each case, such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until notice describing such Default is given to the Administrative Agent
by the Company, a Lender or an L/C Issuer.



     The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.



     9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the



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applicable L/C Issuer, the Administrative Agent may presume that such condition is
satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the
issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.




     9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.



     9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, in consultation with the
Company, to appoint a successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Company and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or any L/C Issuer under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this Section.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this Section). The fees payable by the
Company to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article
and Section 10.04 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties



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in respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.




     Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as an L/C Issuer and Swing Line Lender. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and
Swing Line Lender (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of
their respective duties and obligations hereunder or under the other Loan Documents, and (c) the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangements satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect
to such Letters of Credit.



     9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.



     9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
Bookrunner, the Arranger or any Syndication Agents or Documentation Agents listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an
L/C Issuer hereunder.



     9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Company) shall be entitled and empowered, by intervention
in such proceeding or otherwise.



     (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers, the
Administrative Agent and their respective agents and counsel and all other amounts due the Lenders,
the L/C Issuers and the Administrative Agent under Sections 2.03(i) and (j),
2.10 and 10.04) allowed in such judicial proceeding; and



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     (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.10 and 10.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender in
any such proceeding.



     9.10 Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize
the Administrative Agent, at its option and in its discretion,



     (a) to release any Lien on any property granted to or held by the Administrative Agent under
any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than (A) contingent indemnification obligations and (B) obligations and
liabilities under Secured Cash Management Arrangements and Related Swap Contracts as to which
arrangements satisfactory to the applicable Cash Management Bank or applicable Lender or Affiliate
of a Lender party to a Related Swap Agreement shall have been made) and the expiration or
termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection
with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section
10.01, if approved, authorized or ratified in writing by the Required Lenders;



     (b) (i) to subordinate any Lien on any property granted to or held by the Administrative Agent
under any Loan Document to the holder of any Lien on such property that is permitted by Section
7.01(i) or to the interests of any lessor or purchaser of accounts receivable in assets that
are owned by such Person and not by any Loan Party, (ii) to enter into intercreditor arrangements
with holders of Permitted Service Loaner Indebtedness as described in the definition thereof, (iii)
to enter into intercreditor arrangements with holders of Permitted Real Estate Indebtedness for the
purpose of releasing or subordinating any Lien of the Administrative Agent on property that
constitutes Permitted Real Estate Indebtedness Collateral, (iv) to enter into the Master
Intercreditor Agreement (and execute, deliver and modify the exhibits described therein from time
to time) and (v) release or subordinate any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 7.01(n);



     (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty
(and to release any Lien on any property of such Subsidiary Guarantor) if such Person ceases to be
a Subsidiary as a result of a transaction permitted hereunder;



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     (d) to terminate any control agreement relating to any business, operating or administrative
deposit accounts existing as of the Closing Date and executed in connection with the Existing
Credit Agreement; and



     (e) to execute and deliver that certain letter agreement with the Ford Motor Company,
substantially in the form attached hereto as Exhibit N.



     Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Subsidiary Guarantor from its obligations under the
Subsidiary Guaranty pursuant to this Section 9.10.



     9.11 Secured Cash Management Arrangements and Secured Hedge Agreements. Except as otherwise
expressly set forth herein or in any Subsidiary Guaranty or any Security Instrument, no Cash
Management Bank or Lender or Affiliate of a Lender party to a Related Swap Agreement that obtains
the benefit of the provisions of Section 8.02, any Subsidiary Guaranty or any Collateral by
virtue of the provisions hereof or of the Subsidiary Guaranty or any Security Instrument shall have
any right to notice of any action or to consent to, direct or object to any action hereunder or
under any other Loan Document or otherwise in respect of the Collateral (including the release or
impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the
extent expressly provided in the Loan Documents. Notwithstanding any other provision of this
Article IX to the contrary, the Administrative Agent shall not be required to verify the
payment of, or that other satisfactory arrangements have been made with respect to, Obligations
arising under Secured Cash Management Arrangements and Related Swap Agreements unless the
Administrative Agent has received written notice of such Obligations, together with such supporting
documentation as the Administrative Agent may request, from the applicable Cash Management Bank or
Lender or Affiliate of a Lender, as the case may be.



ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders and the Company or the
applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent (such
acknowledgement not to be unreasonably withheld or delayed), and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:



     (a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender;



     (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such Lender;



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     (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or
mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby;



     (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees
or other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby; provided, however, that only the consent of
the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive
any obligation of the Company to pay interest or Letter of Credit Fees at the Default Rate or (ii)
to amend any financial covenant hereunder (or any defined term used therein) even if the effect of
such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce
any fee payable hereunder;



     (e) change Section 2.13 or Section 8.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender; or



     (f) change any provision of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender;



     (g) release all or substantially all of the value of the Subsidiary Guaranty without the
written consent of each Lender;



     (h) release all or substantially all of the Collateral in any transaction or series of related
transactions, except as specifically required by the Loan Documents, without the written consent of
each Lender;


and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect
the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect
the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document; (iv) the Bank of America Letter and the Wells Fargo Letter may be amended, or
rights or privileges thereunder waived, in a writing executed only by the respective parties
thereto, (v) no amendment, waiver or consent shall modify Section 8.02(b) or any voting
requirement under this clause (v) or clause (vi) below, in a manner adverse to any Floorplan Lender
or the Floorplan Administrative Agent, unless in writing and signed by such Floorplan Lender or
Floorplan Administrative Agent, and (vi) notwithstanding the foregoing, if the Security Agreement
expressly requires the consent of the Required Floorplan Lenders or the acknowledgment of the
Floorplan Administrative Agent for any amendment, consent or waiver with respect thereto if such
amendment, consent or waiver would be adverse in any respect to






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any Floorplan Lender or the Floorplan Administrative Agent (a “Floorplan Adverse Amendment,
Consent or Waiver”), then no such Floorplan Adverse Amendment, Consent or Waiver with respect
to any term of the Security Agreement shall be effective unless (in addition to the requirements
set forth in this Section 10.01) such amendment, consent or waiver is signed by the
Required Floorplan Lenders and acknowledged by the Floorplan Administrative Agent. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder, (and any amendment, waiver or consent which by its
terms requires the consent of all Lenders or each affected Lender may be effected with the consent
of all Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting
Lender may not be increased or extended without the consent of such Lender and (y) any waiver,
amendment or the modification requiring the consent of all Lenders or each affected Lender that by
its terms affects any Defaulting Lender more adversely than other affected Lenders shall require
the consent of such Defaulting Lender.



Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, the Administrative Agent, the Company
and the other Loan Parties (i) to add one or more additional revolving credit or term loan
facilities to this Agreement, in each case subject to the limitations in Section 2.13, and
to permit the extensions of credit and all related obligations and liabilities arising in
connection therewith from time to time outstanding to share ratably (or in a subordinated position
to the existing facilities hereunder) in the benefits of this Agreement and the other Loan
Documents with the obligations and liabilities from time to time outstanding in respect of the
existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed
appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing
such additional credit facilities to be included in any required vote or action required to be
approved by the Required Lenders or by any other number or percentage of the Lenders hereunder.




     10.02 Notices; Effectiveness; Electronic Communication.



     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:




     (i) if to the Company, any other Loan Party, the Administrative Agent, Bank of America
as an L/C Issuer or the Swing Line Lender to the address, telecopier number, electronic mail
address or telephone number specified for such Person on Schedule 10.02; and




     (ii) if to any other Lender or L/C Issuer, to the address, telecopier number,
electronic mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender or
L/C Issuer on its Administrative Questionnaire then in effect for the delivery of notices
that may contain material non-public information relating to the Company).



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     Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications to the extent provided in
subsection (b) below, shall be effective as provided in such subsection (b).



     (b) Electronic Communications. Notices and other communications to the Lenders and
the L/C Issuers hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C
Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices under such Article by
electronic communication. The Administrative Agent or the Company may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications.



     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.



     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to the Company, any Lender,
any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of the Company’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to the Company, any Loan Party, any Lender, any L/C Issuer



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or any other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages).




     (d) Change of Address, Etc. Each of the Company, the Administrative Agent, Bank of
America, as L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone
number for notices and other communications hereunder by notice to the other parties hereto. Each
other Lender or L/C Issuer may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Company, the Administrative Agent, the L/C Issuers
and the Swing Line Lender. In addition, each Lender and each L/C Issuer (other than Bank of
America) agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender or L/C Issuer.



     (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or
on behalf of the Company even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation thereof. The
Company shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the Company. All
telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.



     10.03 No Waiver; Cumulative Remedies. No failure by any Lender, any L/C Issuer or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.



     10.04 Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. The Company shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and each of its Affiliates (including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, any Lender or any L/C



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Issuer (including the fees, charges and disbursements of any counsel for the Administrative
Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who may
be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the
enforcement or protection of its rights, including any audit fees incurred when conducting any
audit of any Loan Party or any Collateral during the continuance of any Event of Default (A) in
connection with this Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters of Credit.




     (b) Indemnification by the Company. The Company shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any
of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and
shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements
for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Company or any other Loan Party arising out of,
in connection with, or as a result of (i) the execution or delivery of this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any
sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other
Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Company or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in
part, out of the comparative, contributory or sole negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any
other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Company or such Loan Party has obtained a final
and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction.



     (c) Reimbursement by Lenders. To the extent that the Company for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to the Administrative Agent (or any sub-agents thereof), each L/C Issuer or any Related Party of
any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any



123









 




such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s
Applicable Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent (or any such sub-agent) or such L/C Issuer in its
capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity.
The obligations of the Lenders under this subsection (c) are subject to the provisions of
Section 2.12(d).




     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Company shall not assert, and the Company hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the
proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.



     (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



     (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the Swing Line Lender and Bank of America as an L/C Issuer, the replacement
of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.



     10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Company is
made to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender, or the
Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender exercises its right
of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had not occurred, and (b)
each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its
applicable share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The
obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this Agreement.



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     10.06 Successors and Assigns.



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it;
provided that any such assignment shall be subject to the following conditions:




     (i) Minimum Amounts.




     (A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and




     (B) in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $2,500,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Company otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single Eligible
Assignee (or to an Eligible Assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether such minimum
amount has been met;



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     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to rights in respect of the Swing Line Lender’s rights and
obligations in respect of Swing Line Loans;




     (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition:




     (A) the consent of the Company (such consent not to be unreasonably withheld)
shall be required unless (1) an Event of Default has occurred and is continuing at
the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a
Lender or an Approved Fund; provided that the Company shall be
deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within five (5) Business Days after
having received notice thereof;




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with
respect to such Lender;




     (C) the consent of the L/C Issuers (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment that increases the
obligation of the assignee to participate in exposure under one or more Letters of
Credit (whether or not then outstanding); and




     (D) the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment.




     (iv) Assignment and Assumption. The parties to each permitted assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500, provided however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fees in the case of any assignment. The assignee, if it is not a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.




     (v) No Assignment to Certain Persons. No such assignment shall be made (A) to
any Loan Party or any of the Subsidiaries of any Loan Party, or (B) to any Defaulting Lender
or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) to a natural
person.




     (vi) Certain Additional Payments. In connection with any assignment of rights
and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to the Administrative Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate (which



126









 






may be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the consent of the
Company and the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee
and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in
accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that
any assignment of rights and obligations of any Defaulting Lender hereunder shall become
effective under applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs.



     Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04
with respect to facts and circumstances occurring prior to the effective date of such assignment.
Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender.
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with subsection (d) of this
Section.



     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Company (and such agency being solely for tax purposes), shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive, and the
Company, the Administrative Agent and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on
the Register information regarding the designation, and revocation of designation, of any Lender as
a Defaulting Lender. The Register shall be available for inspection by the Company and any L/C
Issuer at any reasonable time and from time to time upon reasonable prior notice. In addition, at
any time that a request for a consent for a material or substantive change to the Loan Documents is
pending, any Lender may request and receive from the Administrative Agent a copy of the Register.



127









 





     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Company, the Swing Line Lender, any L/C Issuer or the Administrative Agent, sell participations
to any Person (other than a natural person, a Defaulting Lender or the Company or any of the
Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing
Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Company, the Administrative Agent, the
Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this Section,
the Company agrees that each Participant shall be entitled to the benefits of Sections 3.01
and 3.04 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.13 as though it
were a Lender.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Company’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 3.01 unless the Company is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Company, to comply with
Section 3.01(e) as though it were a Lender.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under any of its Note, if any)
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



     (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce



128









 




Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.




     (h) Resignation as an L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, (i) if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (A)
upon 30 days’ notice to the Company and the Lenders, resign as an L/C Issuer and/or (B) upon 30
days’ notice to the Company, resign as Swing Line Lender, and (ii) if at any time Wells Fargo
assigns all of its Commitment and Loans pursuant to subsection (b) above, Wells Fargo may, upon 30
days’ notice to the Company and the Lenders, resign as an L/C Issuer. In the event of any such
resignation by Bank of America or Wells Fargo as an L/C Issuer or Swing Line Lender, the Company
shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender (as
applicable) hereunder; provided, however, that no failure by the Company to appoint
any such successor shall affect the resignation of (x) Bank of America as an L/C Issuer or Swing
Line Lender or (y) Wells Fargo as an L/C Issuer, as the case may be. If Bank of America or Wells
Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an
L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of
its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right
to require the Lenders to make Base Rate Committed Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing
Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Eurodollar Rate Committed Loans or
fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon
the appointment of a successor L/C Issuer and/or Swing Line Lender (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer or Swing Line Lender, as the case may be, and (b) such successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, of the resigning L/C Issuer
outstanding at the time of such succession or make other arrangements satisfactory to Bank of
America or Wells Fargo, as the case may be, to effectively assume the obligations of Bank of
America or Wells Fargo, as the case may be, with respect to such Letters of Credit.



     10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, advisors and
representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or



129









 




Participant in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Company and its obligations, (g) with the consent of the Company or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their
respective Affiliates on a nonconfidential basis from a source other than the Company.




     For purposes of this Section, “Information” means all information received from the
Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any
Subsidiary, provided that, in the case of information received from the Company or any
Subsidiary after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the
Information may include material non-public information concerning the Company or a Subsidiary, as
the case may be, (b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public information in accordance
with applicable Law, including Federal and state securities Laws.



     10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final, in whatever currency)
at any time held and other obligations (in whatever currency) at any time owing by such Lender,
such L/C Issuer or any such Affiliate to or for the credit or the account of the Company against
any and all of the obligations of the Company now or hereafter existing under this Agreement or any
other Loan Document to such Lender or such L/C Issuer, irrespective of whether or not such Lender
or such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Company may be contingent or unmatured or are owed to a branch or
office of such Lender or such L/C Issuer different from the branch or office holding such deposit
or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions of Section
2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y)
the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in
reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that
such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C
Issuer agrees to notify the Company



130









 




and the Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such setoff and application.




     10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Company. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.



     10.10 Counterparts; Integration; Effectiveness. This Agreement and the other Loan Documents
may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement and the other Loan Documents constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement and the other Loan Documents shall become effective when they
shall have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of each of the other
parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any
other Loan Document by telecopy or other electronic imaging means shall be effective as delivery of
a manually executed counterpart of this Agreement or such other Loan Documents.



     10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.



     10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The



131









 




invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions
of this Section 10.12, if and to the extent that the enforceability of any provisions in
this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined
in good faith by the Administrative Agent, the L/C Issuers or the Swing Line Lender, as applicable,
then such provisions shall be deemed to be in effect only to the extent not so limited.




     10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04,
or if the Company is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a
Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, Section
10.06), all of its interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment), provided that:



     (a) the Company shall have paid to the Administrative Agent the assignment fee specified in
Section 10.06(b);



     (b) such Lender shall have received payment of an amount equal to not less than 100% of the
outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Company (in the case of
all other amounts);



     (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter; and



     (d) such assignment does not conflict with applicable Laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to
require such assignment and delegation cease to apply.



     10.14 Governing Law; Jurisdiction; Etc.



     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NORTH CAROLINA.



     (b) SUBMISSION TO JURISDICTION. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NORTH
CAROLINA SITTING IN MECKLENBURG COUNTY AND OF THE UNITED STATES FOR THE WESTERN DISTRICT, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS



132









 




AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NORTH CAROLINA STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE COMPANY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.




     (c) WAIVER OF VENUE. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



     10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



133









 





     10.16 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the
Company that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Company, which information includes the name and address of
the Company and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Company in accordance with the Act.



     10.17 Designated Senior Indebtedness. Each party acknowledges and agrees that the
Indebtedness under the Loan Documents is “Designated Senior Indebtedness” (or any similar term)
under, and as defined in, the Indenture Indebtedness or any Additional Indebtedness.



[Signature
pages follow.]






134









 







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




	 	 	 	 	 
	 	COMPANY:



SONIC AUTOMOTIVE, INC.

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



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., 

as Administrative Agent and as
Revolving Administrative Agent (as collateral agent
under the Loan Documents)

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



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page






 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as an L/C
Issuer

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



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	LENDERS:

BANK OF AMERICA, N.A., 

as a Lender, Swing Line Lender
and an L/C Issuer

 	 
	 	By:  	/s/ M. PATRICIA KAY
 	 
	 	 	Name:  	M. Patricia Kay 	 
	 	 	Title:  	Senior Vice President 	 
	 



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	DCFS USA LLC, 

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



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page





 









 








	 	 	 	 	 
	 	BMW FINANCIAL SERVICES NA, LLC, 

as a Lender
 	 
	 
	 	By:  	/s/ SCOTT BARGAR
 	 
	 	 	Name:  	Scott Bargar 	 
	 	 	Title:  	Commercial Finance Credit Manager

BMW Group Financial Services 	 
	 
	 	 	 
	 	By:  	                    /s/ PATRICK SULLIVAN
 	 
	 	 	Name:  	Patrick Sullivan 	 
	 	 	Title:  	GM, Commercial Finance

BMW Group Financial Services 	 
	 



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








	 	 	 	 	 
	 	TOYOTA MOTOR CREDIT CORPORATION, 
as a Lender
 	 
	 
	 	By:  	/s/ MARK DOI
 	 
	 	 	Name:  	Mark Doi 	 
	 	 	Title:  	National Dealer Credit Manager 	 
	 



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., 

as a Lender
 	 
	 
	 	By:  	/s/ JEFFREY G. CALDER
 	 
	 	 	Name:  	Jeffrey G. Calder 	 
	 	 	Title:  	Vice President 	 
	 



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, 
as a Lender
 	 
	 
	 	By:  	/s/ MICHAEL R. BURKITT
 	 
	 	 	Name:  	Michael R. Burkett 	 
	 	 	Title:  	Senior Vice President 	 
	 



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








	 	 	 	 	 
	 	COMERICA BANK, 
as a Lender
 	 
	 
	 	By:  	/s/ DAVID M. GARBARZ
 	 
	 	 	Name:  	David M. Garbarz 	 
	 	 	Title:  	Senior Vice President 	 
	 



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








	 	 	 	 	 
	 	WORLD OMNI FINANCIAL CORP., 

as a Lender
 	 
	 
	 	By:  	/s/ BILL SHOPE
 	 
	 	 	Name:  	Bill Shope 	 
	 	 	Title:  	VP, Portfolio Management 	 
	 



AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page





 











 





SCHEDULE 1.01A




SILO SUBSIDIARIES





	1.	 	Arngar, Inc.
	 
	2.	 	Autobahn, Inc.
	 
	3.	 	FAA Beverly Hills, Inc.
	 
	4.	 	FAA Concord T, Inc.
	 
	5.	 	FAA San Bruno, Inc.
	 
	6.	 	FAA Serramonte L, Inc.
	 
	7.	 	FAA Torrance CPJ, Inc.
	 
	8.	 	Fort Mill Ford, Inc.
	 
	9.	 	Marcus David Corporation
	 
	10.	 	Massey Cadillac, Inc.
	 
	11.	 	Ontario L, LLC
	 
	12.	 	SAI Atlanta B, LLC
	 
	13.	 	SAI Broken Arrow C, LLC
	 
	14.	 	SAI Clearwater T, LLC
	 
	15.	 	SAI Columbus T, LLC
	 
	16.	 	SAI Fort Myers B, LLC
	 
	17.	 	SAI Fort Myers M, LLC
	 
	18.	 	SAI Irondale L, LLC
	 
	19.	 	SAI Long Beach B, Inc.
	 
	20.	 	SAI Monrovia B, Inc.
	 
	21.	 	SAI Montgomery B, LLC
	 
	22.	 	SAI Montgomery BCH, LLC
	 
	23.	 	SAI Nashville CSH, LLC
	 
	24.	 	SAI Nashville M, LLC
	 
	25.	 	SAI Oklahoma City C, LLC
	 
	26.	 	SAI Oklahoma City T, LLC
	 
	27.	 	SAI Orlando CS, LLC
	 
	28.	 	SAI Riverside C, LLC
	 
	29.	 	SAI Rockville Imports, LLC
	 
	30.	 	SAI Rockville L, LLC
	 
	31.	 	SAI Tulsa T, LLC
	 
	32.	 	Sonic Automotive — 1720 Mason Ave., DB, LLC
	 
	33.	 	Sonic Automotive 2752 Laurens Rd., Greenville, Inc.
	 
	34.	 	Sonic Automotive — 3401 N. Main, TX, L.P.
	 
	35.	 	Sonic Automotive — 4701 I-10 East, TX, L.P.
	 
	36.	 	Sonic Automotive of Chattanooga, LLC
	 
	37.	 	Sonic Automotive of Nashville, LLC
	 
	38.	 	Sonic Automotive of Texas, L.P.
	 
	39.	 	Sonic — Cadillac D, L.P.
	 
	40.	 	Sonic — Calabasas M, Inc.
	 
	41.	 	Sonic—Capitol Cadillac, Inc.
	 
	42.	 	Sonic — Coast Cadillac, Inc.





AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 









	43.	 	Sonic — Denver T, Inc.
	 
	44.	 	Sonic — Fort Worth T, L.P.
	 
	45.	 	Sonic — Frank Parra Autoplex, L.P.
	 
	46.	 	Sonic — Las Vegas C East, LLC
	 
	47.	 	Sonic — Las Vegas C West, LLC
	 
	48.	 	Sonic — Lone Tree Cadillac, Inc.
	 
	49.	 	Sonic — LS Chevrolet, L.P.
	 
	50.	 	Sonic — Manhattan Fairfax, Inc.
	 
	51.	 	Sonic Momentum B, L.P.
	 
	52.	 	Sonic — Newsome Chevrolet World, Inc.
	 
	53.	 	Sonic—Plymouth Cadillac, Inc.
	 
	54.	 	Sonic — Richardson F, L.P.
	 
	55.	 	Sonic — Sanford Cadillac, Inc.
	 
	56.	 	Sonic Santa Monica M, Inc.
	 
	57.	 	Sonic — Stevens Creek B, Inc.
	 
	58.	 	Sonic — Stone Mountain T, L.P.
	 
	59.	 	Sonic Walnut Creek M, Inc.
	 
	60.	 	Stevens Creek Cadillac, Inc.
	 
	61.	 	Town and Country Ford, Incorporated





AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page






 









 








SCHEDULE 1.01B




DUAL SUBSIDIARIES





	1.	 	Philpott Motors, Ltd.
	 
	2.	 	SAI Ann Arbor Imports, LLC
	 
	3.	 	SAI Montgomery CH, LLC
	 
	4.	 	Sonic — Newsome of Florence, Inc.
	 
	5.	 	SAI Irondale Imports, LLC





Schedule 1.01B — Page 1





 









 








SCHEDULE 1.01B




CERTAIN ERISA INFORMATION




Seven dealership subsidiaries of Sonic Automotive, Inc. located in Northern California are
contributing employers to the Automotive Industries Pension Trust Fund (EIN # 94-1133245), Plan No.
001 (the “Plan”), a “Multiemployer Plan” (as defined in the Agreement) the participants and
beneficiaries of which are primarily union member employees or retirees of the International
Association of Machinists and Aerospace Workers District Lodge 190 in Northern California (the “IAM
Local 190”), with numerous participating contributing employers primarily located in the State of
California.




The federal Pension Protection Act of 2006 (the “Act”) requires multiemployer defined benefit
pension plans to engage an actuary to annually evaluate the particular pension plan’s funding
status, and to determine the extent to which the particular plan is projected to meet its
obligations. A determination by the actuary that the particular plan is in “critical status”
pursuant to the Act triggers requirements for the particular plan to adopt a rehabilitation plan
designed to improve the plan’s financial condition over time and improve the plan’s ability to meet
pension obligations in the future. The Board of Trustees of the Automotive Industries Pension
Trust Fund has formally notified participants, beneficiaries, contributing employers and the IAM
Local 190 that the Plan’s actuary certified the Plan to be in critical status pursuant to the Act.
The Board has also adopted a Rehabilitation Plan to address such status pursuant to the
requirements of the Act, including suspension or elimination of certain benefits to beneficiaries
under the Plan and requirements to increase contributing employer contributions beginning in the
2013 calendar year.




Schedule 1.01C — Page 1






 









 








SCHEDULE 2.01




COMMITMENTS AND

APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 
	Lender	 	Commitment	 	 	Percentage	 
	DCFS USA LLC
	 	$	50,000,000.00	 	 	 	33.333333333	%
	Bank of America, N.A.
	 	$	30,000,000.00	 	 	 	20.000000000	%
	BMW Financial Services NA, LLC
	 	$	30,000,000.00	 	 	 	20.000000000	%
	Toyota Motor Credit Corporation
	 	$	20,000,000.00	 	 	 	13.333333333	%
	JPMorgan Chase Bank, N.A.
	 	$	8,000,000.00	 	 	 	5.333333333	%
	Wachovia Bank, National Association
	 	$	5,000,000.00	 	 	 	3.333333333	%
	Comerica Bank
	 	$	4,000,000.00	 	 	 	2.666666667	%
	World Omni Financial Corp.
	 	$	3,000,000.00	 	 	 	2.000000000	%
	 
	 	 	 	 	 	 
	Total
	 	$	150,000,000.00	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 






Schedule 2.01 — Page 1






 









 








SCHEDULE 2.03




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 
	Letter of Credit #	 	Issue Date	 	Expiry Date	 	Beneficiary Name	 	Outstanding Amount
	00000003055014

	 	3/24/2003
	 	2/1/2010
	 	ARROWOOD INDEMNITY C
	 	$	1,700,000.00	 
	00000003061353

	 	3/12/2004
	 	2/1/2010
	 	THE TRAVELERS INDEMN
	 	$	7,100,000.00	 
	00000003062079

	 	4/1/2004
	 	2/1/2010
	 	FALCON FINANCIAL II,
	 	$	9,250,694.00	 
	00000003062406

	 	4/1/2004
	 	2/1/2010
	 	FALCON FINANCIAL II,
	 	$	4,067,316.00	 
	00000003062407

	 	4/1/2004
	 	2/1/2010
	 	FALCON FINANCIAL II,
	 	$	6,103,951.00	 
	00000003074622

	 	4/29/2005
	 	2/1/2010
	 	UNITED STATES FIDELI
	 	$	4,160,000.00	 
	00000003080453

	 	2/17/2006
	 	2/1/2010
	 	DAIMLERCHRYSLER FINA
	 	$	1,100,000.00	 
	00000003080454

	 	2/17/2006
	 	2/1/2010
	 	FORD MOTOR CREDIT CO
	 	$	2,000,000.00	 
	00000003080455

	 	2/17/2006
	 	2/1/2010
	 	GMAC LLC
	 	$	7,000,000.00	 
	00000003080768

	 	3/14/2006
	 	2/1/2010
	 	UNIVERSAL UNDERWRITE
	 	$	150,000.00	 
	00000003086579

	 	2/7/2007
	 	2/1/2010
	 	HARTFORD FIRE INSURA
	 	$	20,820,000.00	 
	00000003090339

	 	10/12/2007
	 	2/1/2010
	 	DCFS USA LLC
	 	$	3,400,000.00	 
	00000003090977

	 	12/24/2007
	 	2/1/2010
	 	VEL’S FORD, LLC A CA
	 	$	2,126,729.44	 
	00000003099363

	 	4/23/2009
	 	2/1/2010
	 	LEXON INSURANCE COMP
	 	$	6,000,000.00	 
	00000003099439

	 	5/5/2009
	 	2/1/2010
	 	INTEGRYS ENERGY SERV
	 	$	1,250,000.00	 
	00000003099780

	 	6/3/2009
	 	2/1/2010
	 	TRAVELERS CASUALTY A
	 	$	283,200.00	 
	00000003101380

	 	11/18/2009
	 	2/1/2010
	 	BANK OF AMERICA, N.A
	 	$	20,000,000.00	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	$	96,511,890.44	 






Schedule 2.03 — Page 1









 









 





      



SCHEDULE 2A.03(a)




INFORMATION REGARDING COLLATERAL




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	VII.
	 	 	 	 	 	 	 	 	 	 	 	 	Relationship of
	 	 	II.	 	 	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Jurisdiction of	 	III.	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Formation/ Form of	 	Address of Chief	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Equity/I.D. Number	 	Executive Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  2









 





      



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	VII.
	 	 	 	 	 	 	 	 	 	 	 	 	Relationship of
	 	 	II.	 	 	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Jurisdiction of	 	III.	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Formation/ Form of	 	Address of Chief	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Equity/I.D. Number	 	Executive 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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  3









 





      



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

	 	California

Corporation

C2058910
	 	 	 	 	 	3737 First St. 


Livermore, CA
	 	Cordiroli Ford Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  4









 





      



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	VII.
	 	 	 	 	 	 	 	 	 	 	 	 	Relationship of
	 	 	II.	 	 	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Jurisdiction of	 	III.	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Formation/ Form of	 	Address of Chief	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Equity/I.D. Number	 	Executive 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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Concord H, Inc.

	 	California

Corporation

C2004304
	 	 	 	Concord Honda
	 	1300 Concord Ave.
Concord, CA


2241 Commerce Ave.
Concord, CA
	 	Rosewood Village Associates




Stan Gaunt	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Concord T, Inc.

	 	California

Corporation

C0613543
	 	 	 	Concord Toyota

Concord Scion
	 	1090 Concord Ave.
Concord, CA
	 	1090 Concord Associates,

LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  5









 





      



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

	 	Nevada

Corporation

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

	 	California

Corporation

C2006230
	 	 	 	Poway Honda
	 	13747 Poway Rd.
Poway, CA
	 	Bay Automotive Properties,

LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  6









 





      



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	VII.
	 	 	 	 	 	 	 	 	 	 	 	 	Relationship of
	 	 	II.	 	 	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Jurisdiction of	 	III.	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Formation/ Form of	 	Address of Chief	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Equity/I.D. Number	 	Executive 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 2A.03(a) — Page  7









 





      




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

	 	California

Corporation

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






Schedule 2A.03(a) — Page  8









 





      



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	VII.
	 	 	 	 	 	 	 	 	 	 	 	 	Relationship of
	 	 	II.	 	 	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Jurisdiction of	 	III.	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Formation/ Form of	 	Address of Chief	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Equity/I.D. Number	 	Executive Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  9









 





      



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

	 	South Carolina

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

         Center, LLC

	 	Florida

Limited Liability

Company

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

	 	California

Corporation

C1532758
	 	 	 	Acura of Serramonte
	 	465/475 Serramonte Blvd.
Colma, CA
	 	Price Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  10









 





      



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	VII.
	 	 	 	 	 	 	 	 	 	 	 	 	Relationship of
	 	 	II.	 	 	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Jurisdiction of	 	III.	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Formation/ Form of	 	Address of Chief	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Equity/I.D. Number	 	Executive Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  11









 





      



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

	 	Tennessee

Corporation

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

	 	California

Limited Liability

Company

200330110050
	 	 	 	Crown Lexus
	 	1125 Kettering Dr.
Ontario, CA
	 	M.F. Salta Co., Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  12









 





      



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

	 	Oklahoma Limited

Liability Company

3512215667
	 	 	 	Speedway Chevrolet
	 	2301 N. Aspen Ave.
Broken Arrow, OK
	 	Miller Family Real Estate,

LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page  13









 





      




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

	 	Ohio Limited

Liability Company

CP13127
	 	 	 	Hatfield Subaru

Hatfield Hyundai

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

	 	Ohio Limited

Liability Company

CP13128
	 	 	 	Toyota West

Scion West

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

	 	Ohio Limited

Liability Company

CP13130
	 	 	 	Hatfield Kia

Hatfield Volkswagen
	 	1495 Auto Mall Dr.
Columbus, OH
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.






Schedule 2A.03(a) — Page  14









 





      



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






Schedule 2A.03(a) — Page  15









 





      



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

	 	Florida Limited

Liability Company

L08000116709
	 	 	 	Volkswagen of Fort Myers
	 	14060 S. Tamiami Tr.
Fort Myers, FL
	 	CAR SONFREE, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Irondale L, LLC

	 	Alabama

Corporation

DLL 662-073
	 	 	 	Tom Williams Lexus
	 	1001 Tom Williams Way

Irondale, AL
	 	SRE Alabama — 2, LLC	 	 






Schedule 2A.03(a) — Page  16









 





      



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






Schedule 2A.03(a) — Page  17









 





      



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

	 	Alabama Limited

Liability Company

428-746
	 	 	 	BMW of Montgomery
	 	190 Eastern Blvd.
Montgomery, AL
	 	CC&I LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.	 	 






Schedule 2A.03(a) — Page  18









 





      



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

	 	Tennessee

Limited Liability

Company

0336182
	 	 	 	Mercedes-Benz of Nashville
	 	630 Bakers Bridge Ave.
Franklin, TN
	 	BKB Properties LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Oklahoma City C, LLC

	 	Oklahoma Limited

Liability Company

3512215668
	 	 	 	City Chevrolet
	 	5000 W. Reno
Oklahoma City, OK
	 	CARS CNI-2 L.P.	 	 







Schedule 2A.03(a) — Page  19











 





     



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

	 	Oklahoma Limited
Liability Company


3512215664
	 	 	 	Dub Richardson Toyota

Dub Richardson Scion
	 	8401 NW Expressway 

Oklahoma City, OK
	 	Heitzinger Associates and
Geary Plaza Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Body Shop)
	 	9038 NW Expressway 

Oklahoma City, OK
	 	Heitzinger Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Orlando CS, LLC

	 	Florida Limited
Liability Company


L08000116711
	 	 	 	Massey Cadillac 


Massey Saab of Orlando
	 	4241 N. John Young Pkwy.
Orlando, FL
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	.	 	 	 	 	Massey Cadillac South
	 	8819 S. Orange Blossom Tr.
Orlando, FL
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(side street access;
possible vehicle storage)
	 	 1851 Landstreet Rd.Orlando, FL
	 	Sonic Development, LLC
	 	Sonic Development, LLC is a direct subsidiary of Sonic Automotive, Inc
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Riverside C, LLC

	 	Oklahoma Limited
Liability Company


3512215685
	 	 	 	Riverside Chevrolet

(Main Facility)
	 	707 W. 51st St. 


Tulsa, OK
	 	Hudiburg Trusts Partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Reconditioning Facility)
	 	2002 W. Skelly Dr. 


Tulsa, OK
	 	Union Limited Liability

Company	 	 





 Schedule 2A.03(a) — Page 20



 









 







     



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

	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Rockville L, LLC

	 	Maryland

Limited Liability

Company

W12796074
	 	 	 	Lexus of Rockville
	 	15501 & 15515 Frederick Rd.
Rockville, MD
	 	Royco, Inc.
8121 Georgia Ave.
Suite 500
Silver Spring, MD 20910	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	
711 East Gude Dr. Rockville, MD
	 	The Cotler Properties
c/o The Jaffe Group
5454 Wisconsin Ave.
Suite 1265
Chevy Chase, MD 20815	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	15814-A and B Paramount Dr.
Rockville, MD
	 	Beltway Cable Services Inc.
15815 Paramount Dr.
Rockville, MD 20855	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI TN HC2, LLC

	 	Tennessee Limited

Liability Company

0336185
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A




Schedule 2A.03(a) — Page 21




 









 








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

	 	Oklahoma Limited

Liability Company

3512215684
	 	 	 	Riverside Nissan
	 	8190
E. Skelly Dr. 


Tulsa, OK
	 	Hudiburg Properties	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Santa Clara Imported Cars, Inc.


	 	California

Corporation

C0587296
	 	 	 	Honda of Stevens Creek
Stevens Creek Used Cars
	 	4590 Stevens Creek Blvd. 


San Jose, CA
	 	Lucas Trust Properties, LLC	 	 
	 

	 	 	 	 	 	Stevens Creek Honda—

Offsite Vehicle Storage
	 	1507 South 10th St. 


San Jose, CA
	 	 10th Street
Land Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic—2185 Chapman Rd.,  


Chattanooga, LLC

	 	Tennessee

Limited Liability

Company

0366281
	 	 	 	Economy Honda Superstore
	 	2135 Chapman Rd. 


Chattanooga, TN
	 	Standefer Investment

Company	 	 




Schedule 2A.03(a) — Page 22





 









 







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

	 	Texas
Limited Partnership

800235623
	 	 	 	Porsche of West Houston
	 	11890 Katy Fwy.
Houston, TX
	 	SRE Texas—2, L.P.
	 	SRE Texas—2, L.P.
is an indirect
subsidiary of Sonic
Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Audi West Houston
	 	11850 and 11890 Katy Fwy.,
Houston, TX
	 	SRE Texas—2, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Performance Auto Leasing
	 	19550 Northwest Fwy.
Houston, TX
	 	CARS 2 MDMLP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page 23




 









 







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


Rd., Greenville, Inc.

	 	South Carolina

Corporation
	 	 	 	Century BMW

Century MINI
	 	2750 Laurens Rd. 


Greenville, SC
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Parking Lot)
	 	17 Duvall and 2758 Laurens Rd. 


Greenville, SC
	 	Brockman Real Estate, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page 24


 









 








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

	 	 
	 	 	 
	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive F&I, LLC

	 	Nevada

Limited Liability

Company

LLC8620-1999
	 	 	 	 	 	7000 Las Vegas Blvd. N. 


Suite 200
Las Vegas, NV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page 25



 









 








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

	 	Texas

Limited Partnership

11324210
	 	 	 	Lone Star Ford
	 	8477 North Fwy.
Houston, TX
	 	MMR Viking Investment

Associates, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive Support, LLC

	 	Nevada

Limited Liability

Company

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

	 	Nevada

Limited Liability

Company

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




Schedule 2A.03(a) — Page 26




 









 








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

	 	California

Corporation

C2356456
	 	 	 	Buena Park Honda—

Employee Parking
	 	7697 Beach Blvd. 

Buena Park, CA
	 	Abbott Investments	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Buena Park Honda—Main
	 	6411 Beach Blvd.

Buena Park, CA
	 	Slata Lamacchia Land Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Buena Park Honda—Storage
	 	
6192 & 6222 Manchester Ave.
and Western Ave.
	 	Morgan Adams	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic—Cadillac D, L.P.

	 	Texas

Limited Partnership

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

	 	California

Corporation

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

	 	California

Corporation

C2975101
	 	 	 	Mercedes-Benz of Calabasas
	 	24181 Calabasas Rd.
Calabasas, CA 91302
	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Parking lot north of and
abutting above address
containing 20,036 square
feet, more or less
	 	City of Calabasas, California
26135 Mureau Rd.
Calabasas, CA 91302
Attn: City Manager	 	 





 Schedule 2A.03(a) — Page 27



 









 








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

	 	Michigan

Corporation

26619C
	 	 	 	Capitol Cadillac

Capitol Hummer
	 	5901 S. Pennsylvania Ave.
Lansing, MI
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic—Capitol Imports, Inc.

	 	South Carolina

Corporation
	 	 	 	Capitol Imports

Capitol Hyundai
	 	101 Newland Rd.
Columbia, SC
	 	CAR SON NEWSOME II L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page 28



 









 








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

	 	Texas

Limited Partnership

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

	 	California

Corporation

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

	 	Colorado

Corporation

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

	 	 	 	 	 	Mountain States Toyota	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Divisional Operations, LLC

	 	Nevada

Limited Liability

Company

LLC26157—2004
	 	 	 	 	 	7000 Las Vegas Blvd. N.
Suite 200
Las Vegas, NV
	 	Nevada Speedway, LLC	 	 





 Schedule 2A.03(a) — Page 29




 









 







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

	 	Texas
Limited Partnership

800079059
	 	 	 	Frank Parra Chevrolet
	 	1000 E. Airport Fwy.
Irving, TX
	 	CAR SON PARR L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	Frank Parra Chrysler Jeep

Frank Parra Chrysler Jeep

Dodge
	 	700 E. Airport Fwy.
Irving, TX
	 	CAR SON PARR L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic—Harbor City H, Inc.

	 	California

Corporation

C2356454
	 	 	 	Carson Honda
	 	1435 E. 223rd St.
Carson, CA
	 	ENRI 2, LLC	 	 





Schedule 2A.03(a) — Page 30



 









 







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

	 	Texas Limited

Partnership

800735509
	 	 	 	Jaguar Houston North

Land Rover Houston North
	 	18205 Interstate 45 N

Houston, TX
	 	NICPA Holdings, Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Houston LR, L.P.

	 	Texas

Limited Partnership

800236309
	 	 	 	Land Rover Houston Central
	 	7019 Old Katy Rd.
Houston, TX
	 	Capital Automotive, LP
	 	SRE Texas—7,
L.P. is an indirect
subsidiary of Sonic
Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Jaguar Houston Central
	 	7025 Old Katy Rd.
Houston, TX
	 	SRE Texas—7, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic—Houston V, L.P.

	 	Texas

Limited Partnership

15286810
	 	 	 	Volvo of Houston
	 	11950 Old Katy Rd.
Houston, TX
	 	CAR SON NSV II, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Body Shop)
	 	1321 Sherwood Forest Dr.
Houston, TX
	 	CAR SON NSV II, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 




Schedule 2A.03(a) — Page 31





 









 







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

	 	Colorado
Corporation
20021021609
	 	 	 	Don Massey Cadillac
	 	8201 Parkway Dr.
Lone Tree, CO
	 	County Line, LLC

Argonaut Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Don Massey Collision Center
	 	6208 E. County Line Rd.
Littleton, CO
	 	Sunrise Real Estate

Services Colorado LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic—LS Chevrolet, L.P.

	 	Texas
Limited Partnership

11958210
	 	 	 	Lone Star Chevrolet
	 	18800 North Fwy.
Houston, TX
	 	CARS-DB4, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Lone Star Chevrolet Parking

Lot
	 	18990 Northwest Fwy.
Houston, TX
	 	CAR SON STAR, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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




Schedule 2A.03(a) — Page 32




 









 








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

	 	Texas
Limited Partnership
11869810
	 	 	 	Lute Riley Honda
	 	1331 N. Central Expy.
Richardson, TX
	 	MMR Viking Investment

Associates, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Body Shop)
	 	13561 Goldmark Dr.
Richardson, TX
	 	CARS (SON-105)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic—Manhattan Fairfax, Inc.

	 	Virginia
Corporation 
0521177—6
	 	 	 	BMW of Fairfax
	 	8427 Lee Hwy.
Fairfax, VA
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Parking Facility)
	 	8435 Lee Hwy.
Fairfax, VA
	 	Cockrill Carr, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page 33




 









 







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

	 	Texas

Limited Partnership

800235477
	 	 	 	Momentum BMW

Momentum MINI



Momentum BMW (West)
	 	10002 Southwest Fwy. 


Houston, TX 




15865 Katy Fwy.

Houston, TX
	 	CARS CNI-2, LP 


RMC AutoSonic BMWN, L.P. 


CARS CNI-2, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Momentum Body Shop)
	 	
9911 Centre Pkwy.
Houston, TX	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Momentum JVP, L.P.

	 	Texas

Limited Partnership

800235475
	 	 	 	Jaguar Southwest Houston

Land Rover Southwest Houston

Momentum Volvo
	 	10150 Southwest Fwy.


 Houston, TX
	 	CARS CNI-2, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Momentum Porsche
	 	10155 Southwest Fwy. 


Houston, TX
	 	SRE Texas-3, L.P.
	 	SRE Texas—3, L.P. is an indirect subsidiary of Sonic Automotive, Inc.





 Schedule 2A.03(a) — Page 34




 









 







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

	 	Texas

Limited Partnership

800207910
	 	 	 	Momentum Volkswagen
	 	2405 Richmond Ave.
Houston, TX
	 	RMC Auto Sonic VWA, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Momentum Audi Certified

Pre-Owned Sales
	 	2309 Richmond Ave.
Houston, TX
	 	RMC Auto Sonic VWA, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Momentum Audi
	 	2315 Richmond Ave.
Houston, TX
	 	CAR 2 MOM, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Momentum Audi Back Lot

(Storage)
	 	3717-3725 Revere St.
Houston, TX
	 	La Mesa Properties Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Momentum Audi—Parking
	 	2401 Portsmouth
Houston, TX
	 	La Mesa Properties Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic—Newsome Chevrolet World,
Inc.

	 	South Carolina

Corporation
	 	 	 	Capitol Chevrolet
	 	111 Newland Rd.
Columbia, SC
	 	CAR SON NEWSOME II L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page 35





 











 






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

	 	Michigan

Corporation

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

	 	Nevada

Corporation

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

	 	Texas

Limited Partnership

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

	 	Florida

Corporation

P02000010148
	 	 	 	Massey Cadillac of Sanford
	 	3700 S. Hwy. 17-92
Sanford, FL
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Santa Monica M, Inc.

	 	California

Corporation

C2727452
	 	 	 	W.I. Simonson
	 	1626 Wilshire Blvd.
Santa Monica, CA
	 	17th & Wilshire Partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	1330 Colorado Ave.
Santa Monica, CA
	 	Investment Co. of Santa
Monica	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Service)
	 	1215 — 17th St.
Santa Monica, CA
	 	7R Apartments	 	 






Schedule 2A.03(a) — Page 36









 












	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	VII.
	 	 	 	 	 	 	 	 	 	 	 	 	Relationship of
	 	 	II.	 	 	 	IV.	 	 	 	VI.	 	Persons listed in
	 	 	Jurisdiction of	 	III.	 	Trade Names, Trade Styles,	 	 	 	Name and address of Owner	 	VI to Grantor
	I.	 	Formation/ Form of	 	Address of Chief	 	Fictitious Names and “d/b/a”	 	V.	 	of Collateral Location	 	(e.g., lessor,
	Name	 	Equity/I.D. Number	 	Executive Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	 
	 	 	 	 	 	(Parking)	 	1415 Euclid & 1308 Santa	 	Frances M. Rehwald,	 	 
	 
	 	 	 	 	 	 	 	Monica Blvd.	 	Trustee, Frances M.	 	 
	 
	 	 	 	 	 	 	 	Santa Monica, CA	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Santa Monica S, Inc.
	 	California	 	 	 	 	 	6415 Idlewild Rd.	 	Chartown d/b/a	 	A portion of
	 
	 	Corporation	 	 	 	 	 	Suite 109	 	Independence Office Park	 	Chartown is
	 
	 	C2788444	 	 	 	 	 	Charlotte, NC	 	 	 	indirectly owned by
	 
	 	 	 	 	 	 	 	 	 	 	 	O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Saturn
of Silicon Valley, Inc.
	 	California	 	 	 	 	 	6415 Idlewild Rd.	 	Chartown d/b/a	 	Chartown d/b/a
	 
	 	Corporation	 	 	 	 	 	Suite 109	 	Independence Office Park	 	Independence Office
	 
	 	C2547838	 	 	 	 	 	Charlotte, NC	 	 	 	Park
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic — Shottenkirk, Inc.
	 	Florida	 	 	 	Pensacola Honda	 	5600 Pensacola Blvd.	 	MMR Holdings, LLC	 	 
	 
	 	Corporation	 	 	 	 	 	Pensacola, FL	 	 	 	 
	 
	 	P99000043291	 	 	 	 	 	 	 	 	 	 






Schedule 2A.03(a) — Page 37









 






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

	 	California

Corporation

C0723787
	 	 	 	Stevens Creek BMW
	 	4343 Stevens Creek Blvd.
San Jose, CA
	 	Lucas Trust Properties, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	4333 Stevens Creek Blvd.
San Jose, CA
	 	Lucas Trust Properties, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Stevens Creek BMW — Offsite
Vehicle Storage
	 	1507 S. 10th St.
San Jose, CA
	 	10th Street

Land Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Tysons Corner H, Inc.

	 	Virginia

Corporation

0645231-2
	 	 	 	Honda of Tysons Corner
	 	1580 Spring Hill Rd.
Vienna, VA
	 	CARS-DB1, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Body Shop)
	 	1548 Spring Hill Rd.
Vienna, VA
	 	CARS (ROS-006)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Storage Lot)
	 	Two acres adjacent to 1592
Spring Hill Rd.
	 	CARS (ROS-001)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	One acre lot on Tyco Rd. at
corner of Spring Hill Rd.
	 	Robert Rosenthal	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Storage Lot)
	 	8521 Leesburg Pike

Vienna, VA
	 	Brandywine Realty Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Tysons Corner Infiniti,
Inc.

	 	Virginia

Corporation

0645232-0
	 	 	 	Infiniti of Tysons Corner
	 	8527 Leesburg Pike

Vienna, VA
	 	Capital Automotive, L.P.	 	 






Schedule 2A.03(a) — Page 38









 








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

	 	Nevada

Limited Liability

Company

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

	 	California

Corporation

C2508517
	 	 	 	Mercedes-Benz of Walnut Creek
	 	1301 Parkside Dr.
Walnut Creek, CA
	 	Stead Leasing, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Parking)
	 	1268 Pine St.
Walnut Creek, CA
	 	Janet Murray	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Jensen Lease)
	 	1360 Pine St.
Walnut Creek, CA
	 	Peter C. Jensen, Trustee
of the Peter Cole Jensen
and Sharon A. Jensen
Living Trust dated
December 23, 1986	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Storage)
	 	1413 Carlback Ave.
Walnut Creek, CA
	 	JoAnn Bertino	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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






Schedule 2A.03(a) — Page 39









 




     




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

	 	Alabama Limited

Liability Company

670-275
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	SRE Alabama-5, LLC

	 	Alabama Limited

Liability Company

DLL 691-622
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	SRE California — 1, LLC

	 	California Limited

Liability Company

200202910110
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 2A.03(a) — Page 40









 





     



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

	 	California Limited

Liability Company

200202910111
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE California — 4, LLC

	 	California Limited

Liability Company

200202810144
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Colorado — 1, LLC

	 	Colorado Limited

Liability Company

20021330518
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Florida — 1, LLC

	 	Florida Limited

Liability Company

L00000006050
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Florida — 2, LLC

	 	Florida Limited

Liability Company

L00000006045
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Holding, LLC

	 	North Carolina

Corporation

0551475
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 2A.03(a) — Page 41










 




     



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

	 	North Carolina

Limited Liability

Company

0682830
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Oklahoma-1, LLC

	 	Oklahoma Limited

Liability Company

3500697104
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Oklahoma -2, LLC

	 	Oklahoma Limited

Liability Company

3500697105
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Oklahoma-5, LLC

	 	Oklahoma Limited

Liability Company

3500697108
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE South Carolina-3, LLC

	 	South Carolina

Limited Liability

Company

N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 2A.03(a) — Page 42









 




     



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

	 	South Carolina

Limited Liability

Company

N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Tennessee-4, LLC

	 	Tennessee Limited

Liability Company

0450279
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas — 1, L.P.

	 	Texas Limited

Partnership

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

	 	Texas Limited

Partnership

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

	 	Texas Limited

Partnership

00135235-10
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas — 4, L.P.

	 	Texas Limited

Partnership

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

	 	Texas Limited

Partnership

800048740
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 2A.03(a) — Page 43









 





     



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

	 	Texas Limited

Partnership

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

	 	Texas Limited

Partnership

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

	 	Texas Limited

Partnership

800048743
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Virginia — 1, LLC

	 	Virginia Limited

Liability Company

5050246-0
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRealEstate Arizona — 2, LLC

	 	Arizona Limited

Liability Company

L-0951252-2
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRealEstate Arizona — 3, LLC

	 	Arizona Limited

Liability Company

L-0951282-8
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A






Schedule 2A.03(a) — Page 44









 





     




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

	 	California

Corporation

C1293380
	 	 	 	St. Claire Cadillac
	 	3737 Stevens Creek Blvd.
Santa Jose, CA
	 	Lucas Trust Properties, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	St. Claire Cadillac —
Offsite Vehicle Storage
	 	1507 South 10th St., San
Jose, CA
	 	10th Street

Land Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Town and Country Ford,
Incorporated

	 	North Carolina

Corporation

0148959
	 	 	 	 	 	5401 E. Independence Blvd.
Charlotte, NC
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 2A.03(a) — Page 45









 





     




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

	 	Hawaii Corporation

41788D1
	 	 	 	Honda of Hayward
(Service)
	 	24895 Mission Blvd.
Hayward, CA
	 	Lucas Trust Properties, LLC

Barbara Harrison	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Ground Lease

(Sales)
	 	24947-24975 Mission Blvd.
Hayward, CA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Vehicle Display)

(Vehicle Storage)
	 	24919 Mission Blvd.
Hayward, CA Fletcher
Ln.
Hayward, CA
	 	SRE California — 2, LLC SRE
California — 2, LLC 
	 	SRE California —
2, LLC is an
indirect subsidiary
of Sonic
Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Ground Lease

(Sales)
	 	24933 Mission Blvd.
Hayward, CA
	 	Paul Y. Fong	 	 







Schedule 2A.03(a) — Page 46











 





SCHEDULE 4.01




GOOD STANDING JURISDICTIONS

AND FOREIGN QUALIFICATIONS




	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	Sonic Automotive, Inc.

	 	Delaware
	 	North Carolina
	Arngar, Inc.

	 	North Carolina	 	 
	Autobahn, Inc.

	 	California	 	 
	Avalon Ford, Inc.

	 	Delaware
	 	California
	Cornerstone Acceptance Corporation

	 	Florida
	 	Michigan, North Carolina, Ohio, Tennessee, Texas
	FAA Auto Factory, Inc.

	 	California	 	 
	FAA Beverly Hills, Inc.

	 	California	 	 
	FAA Capitol N, Inc.

	 	California	 	 
	FAA Concord H, Inc.

	 	California	 	 
	FAA Concord T, Inc.

	 	California	 	 
	FAA Dublin N, Inc.

	 	California	 	 
	FAA Dublin VWD, Inc.

	 	California	 	 
	FAA Holding Corp.

	 	California	 	 
	FAA Las Vegas H, Inc.

	 	Nevada	 	 
	FAA Poway H, Inc.

	 	California	 	 
	FAA Poway T, Inc.

	 	California	 	 
	FAA San Bruno, Inc.

	 	California	 	 
	FAA Santa Monica V, Inc.

	 	California	 	 
	FAA Serramonte H, Inc.

	 	California	 	 
	FAA Serramonte L, Inc.

	 	California	 	 
	FAA Serramonte, Inc.

	 	California	 	 
	FAA Stevens Creek, Inc.

	 	California	 	 






Schedule 4.01 — Page 1









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	FAA Torrance CPJ, Inc.

	 	California	 	 
	FirstAmerica Automotive, Inc.

	 	Delaware
	 	California
	Fort Mill Ford, Inc.

	 	South Carolina	 	 
	Fort Myers Collision Center, LLC

	 	Florida	 	 
	Franciscan Motors, Inc.

	 	California	 	 
	Frontier Oldsmobile–Cadillac, Inc.

	 	North Carolina	 	 
	Kramer Motors Incorporated

	 	California	 	 
	L Dealership Group, Inc.

	 	Texas
	 	California
	Marcus David Corporation

	 	North Carolina	 	 
	Massey Cadillac, Inc.

	 	Tennessee
	 	Michigan
	Ontario L, LLC

	 	California	 	 
	Philpott Motors, Ltd.

	 	Texas	 	 
	SAI AL HC1, Inc.

	 	Alabama	 	 
	SAI AL HC2, Inc.

	 	Alabama	 	 
	SAI Ann Arbor Imports, LLC

	 	Michigan	 	 
	SAI Atlanta B, LLC

	 	Georgia	 	 
	SAI Broken Arrow C, LLC

	 	Oklahoma	 	 
	SAI Charlotte M, LLC

	 	North Carolina	 	 
	SAI Clearwater T, LLC

	 	Florida	 	 
	SAI Columbus Motors, LLC

	 	Ohio	 	 
	SAI Columbus T, LLC

	 	Ohio	 	 
	SAI Columbus VWK, LLC

	 	Ohio	 	 
	SAI FL HC2, Inc.

	 	Florida	 	 
	SAI FL HC3, Inc.

	 	Florida	 	 
	SAI FL HC4, Inc.

	 	Florida	 	 






Schedule 4.01 — Page 2









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	SAI FL HC6, Inc.

	 	Florida	 	 
	SAI FL HC7, Inc.

	 	Florida	 	 
	SAI Fort Myers B, LLC

	 	Florida	 	 
	SAI Fort Myers H, LLC

	 	Florida	 	 
	SAI Fort Myers M, LLC

	 	Florida	 	 
	SAI Fort Myers VW, LLC

	 	Florida	 	 
	SAI GA HC1, LP

	 	Georgia	 	 
	SAI Georgia, LLC

	 	Georgia	 	 
	SAI Irondale Imports, LLC

	 	Alabama	 	 
	SAI Irondale L, LLC

	 	Alabama	 	 
	SAI Long Beach B, Inc.

	 	California	 	 
	SAI MD HC1, Inc.

	 	Maryland	 	 
	SAI Monrovia B, Inc.

	 	California	 	 
	SAI Montgomery B, LLC

	 	Alabama	 	 
	SAI Montgomery BCH, LLC

	 	Alabama	 	 
	SAI Montgomery CH, LLC

	 	Alabama	 	 
	SAI Nashville CSH, LLC

	 	Tennessee	 	 
	SAI Nashville H, LLC

	 	Tennessee	 	 
	SAI Nashville M, LLC

	 	Tennessee	 	 
	SAI Nashville Motors, LLC

	 	Tennessee	 	 
	SAI OK HC1, Inc.

	 	Oklahoma	 	 
	SAI Oklahoma City C, LLC

	 	Oklahoma	 	 
	SAI Oklahoma City H, LLC

	 	Oklahoma	 	 
	SAI Oklahoma City T, LLC

	 	Oklahoma	 	 
	SAI Orlando CS, LLC

	 	Florida	 	 






Schedule 4.01 — Page 3









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	SAI Riverside C, LLC

	 	Oklahoma	 	 
	SAI Rockville Imports, LLC

	 	Maryland	 	 
	SAI Rockville L, LLC

	 	Maryland	 	 
	SAI TN HC1, LLC

	 	Tennessee	 	 
	SAI TN HC2, LLC

	 	Tennessee	 	 
	SAI TN HC3, LLC

	 	Tennessee	 	 
	SAI Tulsa N, LLC

	 	Oklahoma	 	 
	SAI Tulsa T, LLC

	 	Oklahoma	 	 
	Santa Clara Imported Cars, Inc.

	 	California	 	 
	Sonic – Cadillac D, L.P.

	 	Texas	 	 
	Sonic – Calabasas V, Inc.

	 	California	 	 
	Sonic – Camp Ford, L.P.

	 	Texas	 	 
	Sonic – Carrollton V, L.P.

	 	Texas	 	 
	Sonic – Carson F, Inc.

	 	California	 	 
	Sonic – Denver T, Inc.

	 	Colorado	 	 
	Sonic – Downey Cadillac, Inc.

	 	California	 	 
	Sonic – Fort Worth T, L.P.

	 	Texas	 	 
	Sonic – Frank Parra Autoplex, L.P.

	 	Texas	 	 
	Sonic – Harbor City H, Inc.

	 	California	 	 
	Sonic – Houston V, L.P.

	 	Texas	 	 
	Sonic – Las Vegas C East, LLC

	 	Nevada	 	 
	Sonic – Las Vegas C West, LLC

	 	Nevada	 	 
	Sonic – Lloyd Nissan, Inc.

	 	Florida	 	 
	Sonic – Lloyd Pontiac – Cadillac, Inc.

	 	Florida	 	 
	Sonic – Lone Tree Cadillac, Inc.

	 	Colorado	 	 






Schedule 4.01 — Page 4









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	Sonic – LS Chevrolet, L.P.

	 	Texas	 	 
	Sonic – LS, LLC

	 	Delaware
	 	Texas
	Sonic – Lute Riley, L.P.

	 	Texas	 	 
	Sonic – Manhattan Fairfax, Inc.

	 	Virginia	 	 
	Sonic – Massey Chevrolet, Inc.

	 	California	 	 
	Sonic – Mesquite Hyundai, L.P.

	 	Texas	 	 
	Sonic – Newsome Chevrolet World, Inc.

	 	South Carolina	 	 
	Sonic – Newsome of Florence, Inc.

	 	South Carolina	 	 
	Sonic – Richardson F, L.P.

	 	Texas	 	 
	Sonic – Sanford Cadillac, Inc.

	 	Florida	 	 
	Sonic – Shottenkirk, Inc.

	 	Florida	 	 
	Sonic – Stevens Creek B, Inc.

	 	California	 	 
	Sonic – Stone Mountain T, L.P.

	 	Georgia	 	 
	Sonic – University Park A, L.P.

	 	Texas	 	 
	Sonic – Williams Cadillac, Inc.

	 	Alabama	 	 
	Sonic 2185 Chapman Rd., Chattanooga, LLC

	 	Tennessee	 	 
	Sonic Advantage PA, L.P.

	 	Texas	 	 
	Sonic Agency, Inc.

	 	Michigan	 	 
	Sonic Automotive – 1720 Mason Ave., DB, Inc.

	 	Florida	 	 
	Sonic Automotive – 1720 Mason Ave., DB, LLC

	 	Florida	 	 
	Sonic Automotive – 3401 N. Main, TX, L.P.

	 	Texas	 	 
	Sonic Automotive – 4701 I-10 East, TX, L.P.

	 	Texas	 	 
	Sonic Automotive – 6008 Dale Mabry, FL, Inc.

	 	Florida	 	 
	Sonic Automotive – 9103 E. Independence, NC, LLC

	 	North Carolina	 	 
	Sonic Automotive 2752 Laurens Rd., Greenville, Inc.

	 	South Carolina	 	 






Schedule 4.01 — Page 5









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	Sonic Automotive 5260 Peachtree Industrial Blvd., LLC

	 	Georgia	 	 
	Sonic Automotive F&I, LLC

	 	Nevada	 	 
	Sonic Automotive of Chattanooga, LLC

	 	Tennessee	 	 
	Sonic Automotive of Nashville, LLC

	 	Tennessee	 	 
	Sonic Automotive of Nevada, Inc.

	 	Nevada	 	 
	Sonic Automotive of Texas, L.P.

	 	Texas	 	 
	Sonic Automotive Support, LLC

	 	Nevada	 	 
	Sonic Automotive West, LLC

	 	Nevada	 	 
	Sonic Automotive–3700 West Broad Street, Columbus, Inc.

	 	Ohio	 	 
	Sonic Automotive–4000 West Broad Street, Columbus, Inc.

	 	Ohio	 	 
	Sonic Calabasas M, Inc.

	 	California	 	 
	Sonic Coast Cadillac, Inc.

	 	California	 	 
	Sonic Development, LLC

	 	North Carolina
	 	Alabama, California, Colorado,

Florida, Georgia, Maryland, Michigan,

Nevada, Ohio, Oklahoma, South

Carolina, Tennessee, Texas, Virginia
	 
	Sonic Divisional Operations, LLC

	 	Nevada
	 	Alabama, California, Colorado,

Florida, Georgia, Maryland, Michigan,

North Carolina, Ohio, Oklahoma,

South Carolina, Tennessee, Texas, Virginia
	Sonic Financial Corporation

	 	North Carolina	 	 
	Sonic Fremont, Inc.

	 	California	 	 
	Sonic Houston JLR, LP

	 	Texas	 	 
	Sonic Houston LR, L.P.

	 	Texas	 	 
	Sonic Momentum B, L.P.

	 	Texas	 	 
	Sonic Momentum JVP, L.P.

	 	Texas	 	 
	Sonic Momentum VWA, L.P.

	 	Texas	 	 






Schedule 4.01 — Page 6









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	Sonic of Texas, Inc.

	 	Texas	 	 
	Sonic Peachtree Industrial Blvd., L.P.

	 	Georgia	 	 
	Sonic Resources, Inc.

	 	Nevada	 	 
	Sonic Santa Monica M, Inc.

	 	California	 	 
	Sonic Santa Monica S, Inc.

	 	California	 	 
	Sonic Tysons Corner H, Inc.

	 	Virginia	 	 
	Sonic Tysons Corner Infiniti, Inc.

	 	Virginia	 	 
	Sonic Walnut Creek M, Inc.

	 	California	 	 
	Sonic Wilshire Cadillac, Inc.

	 	California	 	 
	Sonic–Buena Park H, Inc.

	 	California	 	 
	Sonic–Calabasas A, Inc.

	 	California	 	 
	Sonic–Capitol Cadillac, Inc.

	 	Michigan	 	 
	Sonic–Capitol Imports, Inc.

	 	South Carolina	 	 
	Sonic–Carson LM, Inc.

	 	California	 	 
	Sonic–Clear Lake Volkswagen, L.P.

	 	Texas	 	 
	Sonic–Jersey Village Volkswagen, L.P.

	 	Texas	 	 
	Sonic–Plymouth Cadillac, Inc.

	 	Michigan	 	 
	Sonic–Saturn of Silicon Valley, Inc.

	 	California	 	 
	Sonic–Volvo LV, LLC

	 	Nevada	 	 
	Sonic–West Covina T, Inc.

	 	California	 	 
	SRE Alabama – 2, LLC

	 	Alabama	 	 
	SRE Alabama 5, LLC

	 	Alabama	 	 
	SRE California – 1, LLC

	 	California	 	 
	SRE California – 4, LLC

	 	California	 	 
	SRE California 2, LLC

	 	California	 	 






Schedule 4.01 — Page 7









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	SRE Colorado – 1, LLC

	 	Colorado	 	 
	SRE Florida – 1, LLC

	 	Florida	 	 
	SRE Florida – 2, LLC

	 	Florida	 	 
	SRE Holding, LLC

	 	North Carolina
	 	Alabama, Arizona, Colorado, Texas
	SRE North Carolina – 2, LLC

	 	North Carolina	 	 
	SRE Oklahoma-1, LLC

	 	Oklahoma	 	 
	SRE Oklahoma-2, LLC

	 	Oklahoma	 	 
	SRE Oklahoma-5, LLC

	 	Oklahoma	 	 
	SRE South Carolina – 3, LLC

	 	South Carolina	 	 
	SRE South Carolina – 4, LLC

	 	South Carolina	 	 
	SRE Tennessee-4, LLC

	 	Tennessee	 	 
	SRE Texas – 1, L.P.

	 	Texas	 	 
	SRE Texas – 2, L.P.

	 	Texas	 	 
	SRE Texas – 3, L.P.

	 	Texas	 	 
	SRE Texas – 4, L.P.

	 	Texas	 	 
	SRE Texas – 5, L.P.

	 	Texas	 	 
	SRE Texas – 6, L.P.

	 	Texas	 	 
	SRE Texas – 7, L.P.

	 	Texas	 	 
	SRE Texas – 8, L.P.

	 	Texas	 	 
	SRE Virginia – 1, LLC

	 	Virginia
	 	Maryland
	SRealEstate Arizona – 2, LLC

	 	Arizona
	 	Oklahoma
	SRealEstate Arizona – 3, LLC

	 	Arizona
	 	Oklahoma
	Stevens Creek Cadillac, Inc.

	 	California	 	 
	Town and Country Ford, Incorporated

	 	North Carolina	 	 
	Village Imported Cars, Inc.

	 	Maryland	 	 






Schedule 4.01 — Page 8









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	Windward, Inc.

	 	Hawaii
	 	California






Schedule 4.01 — Page 9









 





SCHEDULE 5.05




MATERIAL INDEBTEDNESS AND OTHER LIABILITIES




None.



Schedule 5.05 — Page 1









 





SCHEDULE 5.06




LITIGATION



Actions, suits, proceedings, claims or disputes pending, or to the knowledge of the Company after
due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority seeking damages or other remedies in excess of $5,000,000 or
which, if determined adversely, could reasonably be expected to have a Material Adverse Effect.




CALIFORNIA



Grewal, Baljinder v. Mercedes-Benz of Calabasas, et al.



Plaintiff purchased a 2006 Mercedes-Benz S430 from a non-Sonic dealership. The car was serviced at
Mercedes-Benz of Calabasas before and after Sonic purchased the dealership. On January 23, 2008
Plaintiff was involved in a single car accident where the vehicle struck a highway guardrail during
a rainstorm. The guardrail pierced through the passenger compartment of the vehicle, severely
cutting both of Plaintiff’s legs. Ultimately both legs were amputated. Plaintiff contends the
servicing dealerships failed to adequately service the vehicle, including failing to advise that
the wheels needed replacement. A Motion for Summary Judgment is pending on behalf of the Sonic
dealership. Trial is scheduled for March 15, 2010. Certain insurance is available with a $750,000
deductible.



Zamani v. Serramonte Auto Plaza, Sonic Automotive, Inc., et al.



Lawsuit filed by former sales associate at one of Sonic’s California dealerships alleging that he
was not paid proper commissions for every used vehicle that he sold during his employment from June
2006 to September 2006. The lawsuit purports to be a class action on behalf of all sales
associates at all dealerships owned by Sonic in the State of California relating to used vehicle
sales. The case has been ordered to Arbitration, and no ruling has occurred to date on class
certification.



Hall v. Sonic Automotive, Inc., et al.



Lawsuit filed by consumer alleging that one of Sonic’s California dealerships improperly recorded
telephone conversations with customers without providing advance warnings or notice required by
applicable law. The lawsuit purports to be a class action on behalf of allegedly similarly
affected consumers against all of Sonic’s California dealerships. No ruling has occurred to date
on class certification.



Phillips v. FAA Torrance CPJ, Inc. and Sonic Automotive, Inc.



Lawsuit filed by sales associate at one of Sonic’s California dealerships alleging failure to
provide rest and meal time breaks and other wage-hour claims. The lawsuit purports to be a class
action for two separate classes of employees: (1) on behalf of all sales associates at all






Schedule 5.06 — Page 1









 







dealerships owned by Sonic in the State of California who were classified as non-exempt employees,
and (2) all associates of Sonic’s California dealerships where the itemized wage statements merely
identified the d/b/a of the employer rather than the employer’s formal legal entity name. No
ruling has occurred to date on class certification.



Carson CJ, LLC and Kenneth Phillips v. DaimlerChrysler Motors Company, Chrysler Corporation,
Inc., Sonic Automotive, Inc., et al.



Lawsuit filed in 2009 by company and individual owner that purchased the Don Kott Chrysler Jeep and
Don Kott Kia dealership assets from Sonic in 2005. The plaintiff company had its Chrysler and Jeep
franchises terminated by Chrysler Corporation during Chrysler’s bankruptcy proceeding in June 2009.
Plaintiffs’ claims against Sonic allege that Sonic made intentional misrepresentations to the
Plaintiffs in conjunction with the 2005 purchase of the dealership assets. Sonic will be moving to
compel arbitration of this matter in accordance with the asset purchase agreement.




FLORIDA



Galura, Kimbrell, McNaughton, et al. v. Sonic Automotive, Inc.



Class action of all customers who purchased or leased a vehicle from one of the Company’s Florida
dealerships after December 31, 1998, where the purchase or lease included an APCO etch product as
part of the transaction. Complaint alleges violations of Florida’s Unfair Trade Practice Act,
Retail Installment Sales Act, etc. relating to the improper disclosure of etch sales.
DaimlerChrysler Insurance Company (“DCIC”) was providing partial defense costs under a reservation
of rights, but their coverage has now been exhausted. The Sonic Defendants still have Motions for
Summary Judgment pending. Currently the case is set for trial on March 8, 2010, though that date
is very likely to be postponed.



Fecitt, David v BMW of Fort Myers, et al.



Plaintiff purchased a 1999 BMW 323IA from a non-Sonic dealership. BMW of Fort Myers performed some
service work on the vehicle and sent some of its wheels to a third party vendor for servicing.
Plaintiff was involved in a single car accident after experiencing a tire tread separation.
Plaintiff is now a quadriplegic who occasionally needs to breathe with a ventilator. Defendants
include the tire manufacturer, the service shop who performed the work at BMW of Fort Myers’
request, the garage that sold and installed two tires for Plaintiff, an insurance company and a
salvaged vehicle storage company. Discovery is continuing. Certain insurance is available with a
$750,000 deductible.



NORTH CAROLINA



Robert Price et al. v. APCO et al.



This lawsuit has been filed as a purported class action against Automobile Protection Corporation
(“APCO”), Sonic Automotive, Inc., and three South Carolina dealership subsidiaries






Schedule 5.06 — Page 2









 







of Sonic. Plaintiffs contend that the dealerships violated the North Carolina deceptive trade
practices act in the manner in which Etch was sold, and that Etch was sold as an unlicensed
insurance product. The complaint seeks the certification of alternative classes. One class, the
“North Carolina Class” purports to be a class of all North Carolina residents who purchased a
vehicle from a Sonic dealership in which the purchase included Etch. The “Nationwide class”
purports to be a class of all customers who “purchased or leased a vehicle through a Sonic dealer
in any state, with the exception of New York, Florida, and Hawaii (or any other state in which APCO
and/or the Company are properly licensed to sell the Etch product)” in which the purchase included
Etch.



The parties have agreed to submit this matter to arbitration. This matter has been consolidated
with the Owens (below, South Carolina) case and heard by the same arbitrator. The
arbitrator is currently considering Plaintiffs’ Motion for Class Certification, although no ruling
on class certification has been made to date.




SOUTH CAROLINA




Herron, et al. v. Century BMW, et al.

Adams, et al. v. Action Ford, et al.



Herron was the first case filed by six individuals, asserting claims against almost every
automotive dealership in South Carolina. Plaintiffs allege all South Carolina automotive dealers
conspired together in a common scheme to deceive all car buyers by presenting car prices in a
manner designed to mislead. The claim is that charging customers an administrative fee was
improper and that the amount of the administrative fees was excessive. Plaintiffs dismissed all
but six dealerships in Herron. Century BMW, a Sonic dealership, is one of the remaining
Defendants. Sonic’s dealership moved to compel arbitration in Herron and the court denied the
motion. We have appealed and the matter is currently set to be argued before the SC Supreme Court
on January 20, 2010.



Adams was a subsequent filing by the same attorneys, and in that action there is a unique Plaintiff
for each Defendant. It asserts the same claims, and several of Sonic’s South Carolina dealerships
have been named in this case. As to the Sonic dealerships, the case has been stayed pending the
outcome of the appeal on the issue of arbitration in Herron.



Owens, Misty, et al. vs. Sonic Automotive, Inc., et al.



Purported class action complaint wherein Plaintiffs allege that Sonic-owned dealerships deceptively
marketed and sold the Etch product as a “warranty”, and “stuffed” or “packed” the product into
vehicle sales transactions at exorbitant and unconscionable prices without informing the consumer
they were paying for Etch. Plaintiffs allege breach of contract, unjust enrichment, and civil
conspiracy. The matter has been consolidated with the Price (above, North Carolina) case
and is being heard by the same arbitrator. The arbitrator is currently considering Plaintiffs’
Motion for Class Certification, although no ruling on class certification has been made to
date.





Schedule 5.06 — Page 3











 





SCHEDULE 5.13




SUBSIDIARIES;

OTHER EQUITY INVESTMENTS



Part (a). Subsidiaries.




	 	 	 
	Name of Entity	 	Ownership
	1. Sonic Automotive, Inc.
	 	 
	2. ADI of the Southeast, LLC

	 	Member: Sonic — Newsome Chevrolet World, Inc. — 100%
	3. AnTrev, LLC

	 	Member: SRE Holding, LLC — 100%
	4. Arngar, Inc.

	 	Sonic Automotive, Inc.  — 100%, 1,333 shares
	5. Autobahn, Inc.

	 	L Dealership Group, Inc. — 100%, 400,000 shares
	6. Avalon Ford, Inc.

	 	Sonic Automotive, Inc. — 100%, 4,164 shares
	7. Casa Ford of Houston, Inc.

	 	Sonic Automotive — 4701 I-10 East, TX, L.P. — 100%,
	8. Cornerstone Acceptance Corporation

	 	Sonic Automotive, Inc. — 100%, 100 shares
	9. FAA Auto Factory, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	10. FAA Beverly Hills, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	11. FAA Capitol F, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	12. FAA Capitol N, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	13. FAA Concord H, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	14. FAA Concord N, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	15. FAA Concord T, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	16. FAA Dublin N, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	17. FAA Dublin VWD, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	18. FAA Holding Corp.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	19. FAA Las Vegas H, Inc.

	 	FAA Holding Corp. — 100%, 10,000 shares




Schedule 5.13 — Page 1




 









 






	 	 	 
	Name of Entity	 	Ownership
	20. FAA Marin F, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	21. FAA Marin LR, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	22. FAA Poway G, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	23. FAA Poway H, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	24. FAA Poway T, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	25. FAA San Bruno, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	26. FAA Santa Monica V, Inc.

	 	FirstAmerica Automotive, Inc.. — 100%, 10,000 shares
	27. FAA Serramonte H, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	28. FAA Serramonte L, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	29. FAA Serramonte, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	30. FAA Stevens Creek, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	31. FAA Torrance CPJ, Inc.

	 	FirstAmerica Automotive, Inc.  — 100%, 10,000 shares
	32. FirstAmerica Automotive, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	33. Fort Mill Ford, Inc.

	 	Sonic Automotive, Inc. — 100%, 2,700 shares
	34. Fort Myers Collision Center, LLC

	 	Member: Sonic Automotive, Inc. — 100%
	35. Franciscan Motors, Inc.

	 	L Dealership Group, Inc. — 100%, 700,000 shares
	36. Frank Parra Autoplex, Inc.

	 	Sonic Automotive, Inc. — 100%

Class A 152

Class B 116,796
	37. Fremont JLRV, LLC

	 	Members:

Sonic Automotive, Inc. 90%

Ricardo Weitz 10%
	38. Frontier Oldsmobile-Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 200 shares
	39. HMC Finance Alabama, Inc.

	 	Cornerstone Acceptance Corporation  — 100%, 100 shares
	40. Kramer Motors Incorporated

	 	FAA Holding Corp. — 100%, 250 shares






Schedule 5.13 — Page 2




 









 






	 	 	 
	Name of Entity	 	Ownership
	41. L Dealership Group, Inc.

	 	FAA Holding Corp. — 100%, 1,046,545 shares
	42. Marcus David Corporation

	 	Sonic Automotive, Inc. — 100%, 579,000 shares
	43. Massey Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	44. Massey Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 1,000 shares
	45. Mountain States Motors Co., Inc.

	 	Z Management, Inc. — 100%, 30,000 shares
	46. Ontario L, LLC

	 	Member: Sonic Automotive, Inc. 100%
	47. Philpott Motors, Ltd.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	48. Royal Motor Company, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	49. SAI AL HC1, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	50. SAI AL HC2, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	51. SAI Ann Arbor Imports, LLC

	 	Member: Sonic Automotive, Inc. 100%
	52. SAI Atlanta B, LLC

	 	Member: SAI OK HC1, Inc. 100%
	53. SAI Broken Arrow C, LLC

	 	Member:: SAI OK HC1, Inc. 100%
	54. SAI Charlotte M, LLC

	 	Member: Sonic Automotive, Inc. 100%
	55. SAI Clearwater T, LLC

	 	Member: SAI FL HC2, Inc. 100%
	56. SAI Columbus Motors, LLC

	 	Member: Sonic Automotive, Inc. 100%
	57. SAI Columbus T, LLC

	 	Member: Sonic Automotive, Inc. 100%
	58. SAI Columbus VWK, LLC

	 	Member: Sonic Automotive, Inc. 100%
	59. SAI FL HC1, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	60. SAI FL HC2, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	61. SAI FL HC3, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	62. SAI FL HC4, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	63. SAI FL HC5, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares






Schedule 5.13 — Page 3



 









 






	 	 	 
	Name of Entity	 	Ownership
	64. SAI FL HC6, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	65. SAI FL HC7, Inc.

	 	Sonic Automotive, Inc.  — 100%, 500 shares
	66. SAI Fort Myers B, LLC

	 	Member: SAI FL HC2, Inc. 100%
	67. SAI Fort Myers H, LLC

	 	Member: SAI FL HC4, Inc. 100%
	68. SAI Fort Myers M, LLC

	 	Member: SAI FL HC7, Inc. 100%
	69. SAI Fort Myers VW, LLC

	 	Member: SAI FL HC4, Inc. 100%
	70. SAI GA HC1, LP

	 	Partners:

SAI Georgia, LLC, general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	71. SAI Georgia LLC

	 	Member: Sonic Automotive of Nevada, Inc. 100%
	72. SAI Irondale Imports, LLC

	 	Member: SAI AL HC2, Inc. 100%
	73. SAI Irondale L, LLC

	 	Member: SAI AL HC2, Inc. 100%
	74. SAI Lansing CH, LLC

	 	Member: Sonic Automotive, Inc. 100%
	75. SAI Long Beach B, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	76. SAI MD HC1, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	77. SAI Monrovia B, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	78. SAI Montgomery B, LLC

	 	Member: SAI AL HC1, Inc. 100%
	79. SAI Montgomery BCH, LLC

	 	Member: SAI AL HC1, Inc. 100%
	80. SAI Montgomery CH, LLC

	 	Member: SAI AL HC1, Inc. 100%
	81. SAI Nashville CSH, LLC

	 	Member: SAI TN HC1, LLC 100%
	82. SAI Nashville H, LLC

	 	Member: SAI TN HC3, LLC 100%
	83. SAI Nashville M, LLC

	 	Member: SAI TN HC1, LLC 100%
	84. SAI Nashville Motors, LLC

	 	Member: SAI TN HC2, LLC 100%
	85. SAI NC HC2, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	86. SAI OH HC1, Inc.

	 	Sonic Automotive, Inc. 500 shares







Schedule 5.13 — Page 4



 









 






	 	 	 
	Name of Entity	 	Ownership
	87. SAI OK HC1, Inc.

	 	Sonic Automotive, Inc. — 25%, 100 shares

Sonic Automotive of Nevada, Inc. — 74.25%, 297 shares

SAI Georgia, LLC 0.75%, 3 shares
	88. SAI Oklahoma City C, LLC

	 	Member: SAI OK HC1, Inc. 100%
	89. SAI Oklahoma City H, LLC

	 	Member: SAI OK HC1, Inc. 100%
	90. SAI Oklahoma City T, LLC

	 	Member: SAI OK HC1, Inc. 100%
	91. SAI Orlando CS, LLC

	 	Member: SAI FL HC3, Inc. 100%
	92. SAI Peachtree, LLC

	 	Member: SAI GA HC1, LP 100%
	93. SAI Plymouth C, LLC

	 	Member: Sonic Automotive, Inc. 100%
	94. SAI Riverside C, LLC

	 	Member: SAI OK HC1, Inc. 100%
	95. SAI Rockville Imports, LLC

	 	Member: SAI MD HC1, Inc. 100%
	96. SAI Rockville L, LLC

	 	Member: SAI MD HC1, Inc. 100%
	97. SAI Stone Mountain T, LLC

	 	Member: SAI GA HC1, LP 100%
	98. SAI TN HC1, LLC

	 	Member: Sonic Automotive of Nevada, Inc. 100%
	99. SAI TN HC2, LLC

	 	Member: Sonic Automotive of Nevada, Inc. 100%
	100. SAI TN HC3, LLC

	 	Member: Sonic Automotive of Nevada, Inc. 100%
	101. SAI Tulsa N, LLC

	 	Member: SAI OK HC1, Inc. 100%
	102. SAI Tulsa T, LLC

	 	Member: SAI OK HC1, Inc. 100%
	103. SAI VA HC1, Inc.

	 	Sonic Automotive, Inc.- 100%, 100 shares
	104. Santa Clara Imported Cars, Inc.

	 	L Dealership Group, Inc. — 100%, 1,082 shares
	105. Sonic — 2185 Chapman Rd., Chattanooga, LLC

	 	Members:

Sonic Automotive of Nevada, Inc. 1 Class A Unit

Sonic Automotive of Nevada, Inc. 99 Class B Units
	106. Sonic — Cadillac D, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	107. Sonic — Calabasas M, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares







Schedule 5.13 — Page 5



 









 






	 	 	 
	Name of Entity	 	Ownership
	108. Sonic — Calabasas V, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	109. Sonic — Camp Ford, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	110. Sonic — Carrollton V, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	111. Sonic — Carson F, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	112. Sonic — Coast Cadillac, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	113. Sonic — Denver T, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	114. Sonic — Denver Volkswagen, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	115. Sonic — Downey Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	116. Sonic — Englewood M, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	117. Sonic — Fort Mill Chrysler Jeep, Inc.

	 	Sonic Automotive, Inc. — 100%, 1,000 shares
	118. Sonic — Fort Mill Dodge, Inc.

	 	Sonic Automotive, Inc. — 100%, 1,000 shares
	119. Sonic — Fort Worth T, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	120. Sonic — Frank Parra Autoplex, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	121. Sonic — Harbor City H, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	122. Sonic — Houston V, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	123. Sonic — Integrity Dodge LV, LLC

	 	Member: Sonic Automotive, Inc. 100%
	124. Sonic — Lake Norman Chrysler Jeep, LLC

	 	Member: Sonic Automotive, Inc. 100%
	125. Sonic — Las Vegas C East, LLC

	 	Member: Sonic Automotive, Inc. 100%






Schedule 5.13 — Page 6




 









 






	 	 	 
	Name of Entity	 	Ownership
	126. Sonic — Las Vegas C West, LLC

	 	Member: Sonic Automotive, Inc. 100%
	127. Sonic — Lloyd Nissan, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	128. Sonic — Lloyd Pontiac — Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	129. Sonic — Lone Tree Cadillac, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	130. Sonic — LS Chevrolet, L.P.

	 	Partners:

Sonic — LS, LLC, general partner .1%

Sonic Automotive West, LLC, limited partner 99.9%
	131. Sonic — LS, LLC

	 	Member: Sonic of Texas, Inc. 100%
	132. Sonic — Lute Riley, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	133. Sonic — Manhattan Fairfax, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	134. Sonic — Massey Cadillac, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	135. Sonic — Massey Chevrolet, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	136. Sonic — Massey Pontiac Buick GMC, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	137. Sonic — Mesquite Hyundai, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	138. Sonic — Newsome Chevrolet World, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	139. Sonic — Newsome of Florence, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	140. Sonic — North Charleston Dodge, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	141. Sonic — North Charleston, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	142. Sonic — Reading, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%







Schedule 5.13 — Page 7



 









 






	 	 	 
	Name of Entity	 	Ownership
	143. Sonic — Richardson F, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	144. Sonic — Sam White Nissan, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	145. Sonic — Sanford Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	146. Sonic — Shottenkirk, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	147. Sonic — South Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	148. Sonic — Stevens Creek B, Inc.

	 	L Dealership Group, Inc. — 100%, 300,000 shares
	149. Sonic — Stone Mountain T, L.P.

	 	Partners:

SAI Georgia, LLC, general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	150. Sonic — University Park A, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	151. Sonic — Williams Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	152. Sonic Advantage PA, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	153. Sonic Agency, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	154. Sonic Automotive — 1720 Mason Ave., DB, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	155. Sonic Automotive — 1720 Mason Ave., DB, LLC

	 	Member:

Sonic Automotive — 1720 Mason Ave., DB, Inc. 100%
	156. Sonic Automotive — 2490 South Lee Highway, LLC

	 	Members:

Sonic Automotive of Nevada, Inc. 1 Class A Unit

Sonic Automotive of Nevada, Inc. 99 Class B Units
	157. Sonic Automotive — 3401 N. Main, TX, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%







Schedule 5.13 — Page 8



 









 






	 	 	 
	Name of Entity	 	Ownership
	158. Sonic Automotive — 4701 I-10 East, TX, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	159. Sonic Automotive — 5221 I-10 East, TX, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	160. Sonic Automotive 5260 Peachtree Industrial Blvd., LLC

	 	Member:

Sonic Peachtree Industrial Blvd., L.P. 100% (100 Units)
	161. Sonic Automotive — 6008 N. Dale Mabry, FL, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	162. Sonic Automotive — 9103 E. Independence, NC, LLC

	 	Member: Sonic Automotive, Inc. 100%
	163. Sonic Automotive 2424 Laurens Rd., Greenville, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	164. Sonic Automotive 2752 Laurens Rd., Greenville, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	165. Sonic Automotive F&I, LLC

	 	Member: Sonic Automotive, Inc. 100%
	166. Sonic Automotive of Chattanooga, LLC

	 	Members:

Sonic Automotive of Nevada, Inc. 1 Class A Unit

Sonic Automotive of Nevada, Inc. 99 Class B Units
	167. Sonic Automotive of Nashville, LLC

	 	Members:

Sonic Automotive of Nevada, Inc. 1 Class A Unit

Sonic Automotive of Nevada, Inc. 99 Class B Units
	168. Sonic Automotive of Nevada, Inc.

	 	Sonic Automotive, Inc. — 100%, 1,000 shares
	169. Sonic Automotive of Texas, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	170. Sonic Automotive Support, LLC

	 	Member: Sonic Automotive, Inc. 100%
	171. Sonic Automotive West, LLC

	 	Member: Sonic Automotive, Inc. 100%
	172. Sonic Automotive-1495 Automall Drive, Columbus, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	173. Sonic Automotive-3700 West Broad Street, Columbus,
Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares






Schedule 5.13 — Page 9




 









 






	 	 	 
	Name of Entity	 	Ownership
	174. Sonic Automotive-4000 West Broad Street, Columbus,
Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	175. Sonic Clear Lake N, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	176. Sonic Development, LLC

	 	Member: Sonic Automotive, Inc. 100%
	177. Sonic Divisional Operations, LLC

	 	Member: Sonic Automotive, Inc. 100%
	178. Sonic eStore, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	179. Sonic FFC 1, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	180. Sonic FFC 2, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	181. Sonic FFC 3, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	182. Sonic Fremont, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	183. Sonic Houston JLR, LP

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	184. Sonic Houston LR, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	185. Sonic Momentum B, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	186. Sonic Momentum JVP, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	187. Sonic Momentum VWA, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	188. Sonic of Texas, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	189. Sonic Okemos Imports, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	190. Sonic Peachtree Industrial Blvd., L.P.

	 	Partners:

SAI Georgia, LLC, general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%







Schedule 5.13 — Page 10



 









 






	 	 	 
	Name of Entity	 	Ownership
	191. Sonic Resources, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	192. Sonic Santa Monica M, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	193. Sonic Santa Monica S, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	194. Sonic Tysons Corner H, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	195. Sonic Tysons Corner Infiniti, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	196. Sonic Walnut Creek M, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	197. Sonic Wilshire Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	198. Sonic-Buena Park H, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	199. Sonic-Calabasas A, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	200. Sonic-Capitol Cadillac, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	201. Sonic-Capitol Imports, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	202. Sonic-Carson LM, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	203. Sonic-Chattanooga D East, LLC

	 	Member: Sonic Automotive, Inc. 100%
	204. Sonic-Clear Lake Volkswagen, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	205. Sonic-Jersey Village Volkswagen, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	206. Sonic-Plymouth Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	207. Sonic-Riverside Auto Factory, Inc.

	 	Sonic Automotive, Inc.  — 100%, 100 shares
	208. Sonic-Saturn of Silicon Valley, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	209. Sonic-Serramonte I, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	210. Sonic-Volvo LV, LLC

	 	Member: Sonic Automotive, Inc. 100%
	211. Sonic-West Covina T, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	212. SRE Alabama — 2, LLC

	 	Member: SRE Holding, LLC 100%





Schedule 5.13 — Page 11





 









 






	 	 	 
	Name of Entity	 	Ownership
	213. SRE Alabama — 3, LLC

	 	Member: SRE Holding, LLC 100%
	214. SRE Alabama — 4, LLC

	 	Member: SRE Holding, LLC 100%
	215. SRE Alabama — 5, LLC

	 	Member: SRE Holding, LLC 100%
	216. SRE California — 1, LLC

	 	Member: SRE Holding LLC 100%
	217. SRE California — 2, LLC

	 	Member: SRE Holding LLC 100%
	218. SRE California — 3, LLC

	 	Member: SRE Holding LLC 100%
	219. SRE California — 4, LLC

	 	Member: SRE Holding LLC 100%
	220. SRE California — 5, LLC

	 	Member: SRE Holding LLC 100%
	221. SRE California — 6, LLC

	 	Member: SRE Holding LLC 100%
	222. SRE Colorado — 1, LLC

	 	Member: SRE Holding LLC 100%
	223. SRE Colorado — 2, LLC

	 	Member: SRE Holding LLC 100%
	224. SRE Colorado — 3, LLC

	 	Member: SRE Holding LLC 100%
	225. SRE Florida — 1, LLC

	 	Member: SRE Holding LLC 100%
	226. SRE Florida — 2, LLC

	 	Member: SRE Holding LLC 100%
	227. SRE Florida — 3, LLC

	 	Member: SRE Holding LLC 100%
	228. SRE Georgia — 1, LP

	 	Partners:

Sonic of SAI Georgia, LLC, general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	229. SRE Georgia — 2, LP

	 	Partners:

Sonic of SAI Georgia, LLC, general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	230. SRE Georgia — 3, LP

	 	Partners:

Sonic of SAI Georgia, LLC, general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	231. SRE Holding, LLC

	 	Member: Sonic Automotive, Inc. 100%
	232. SRE Maryland — 1, LLC

	 	Member: SRE Holding LLC 100%
	233. SRE Maryland — 2, LLC

	 	Member: SRE Holding LLC 100%







Schedule 5.13 — Page 12




 









 






	 	 	 
	Name of Entity	 	Ownership
	234. SRE Michigan — 3, LLC

	 	Member: SRE Holding LLC 100%
	235. SRE Nevada — 1, LLC

	 	Member: SRE Holding LLC 100%
	236. SRE Nevada — 2, LLC

	 	Member: SRE Holding LLC 100%
	237. SRE Nevada — 3, LLC

	 	Member: SRE Holding LLC 100%
	238. SRE Nevada — 4, LLC

	 	Member: SRE Holding LLC 100%
	239. SRE Nevada — 5, LLC

	 	Member: SRE Holding LLC 100%
	240. SRE North Carolina — 1, LLC

	 	Member: SRE Holding LLC 100%
	241. SRE North Carolina — 2, LLC

	 	Member: SRE Holding LLC 100%
	242. SRE North Carolina — 3, LLC

	 	Member: SRE Holding LLC 100%
	243. SRE Oklahoma — 1, LLC

	 	Member: SRE Holding LLC 100%
	244. SRE Oklahoma — 2, LLC

	 	Member: SRE Holding LLC 100%
	245. SRE Oklahoma — 3, LLC

	 	Member: SRE Holding LLC 100%
	246. SRE Oklahoma — 4, LLC

	 	Member: SRE Holding LLC 100%
	247. SRE Oklahoma — 5, LLC

	 	Member: SRE Holding LLC 100%
	248. SRE South Carolina — 2, LLC

	 	Member: SRE Holding LLC 100%
	249. SRE South Carolina — 3, LLC

	 	Member: SRE Holding LLC 100%
	250. SRE South Carolina — 4, LLC

	 	Member: SRE Holding LLC 100%
	251. SRE Tennessee — 1, LLC

	 	Member: SRE Holding LLC 100%
	252. SRE Tennessee — 2, LLC

	 	Member: SRE Holding LLC 100%
	253. SRE Tennessee — 3, LLC

	 	Member: SRE Holding LLC 100%
	254. SRE Tennessee — 4, LLC

	 	Member: SRE Holding LLC 100%
	255. SRE Tennessee — 5, LLC

	 	Member: SRE Holding LLC 100%
	256. SRE Tennessee — 6, LLC

	 	Member: SRE Holding LLC 100%






Schedule 5.13 — Page 13





 









 






	 	 	 
	Name of Entity	 	Ownership
	257. SRE Tennessee — 7, LLC

	 	Member: SRE Holding LLC 100%
	258. SRE Tennessee — 8, LLC

	 	Member: SRE Holding LLC 100%
	259. SRE Tennessee — 9, LLC

	 	Member: SRE Holding LLC 100%
	260. SRE Texas — 1, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	261. SRE Texas — 2, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	262. SRE Texas — 3, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	263. SRE Texas — 4, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	264. SRE Texas — 5, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	265. SRE Texas — 6, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	266. SRE Texas — 7, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	267. SRE Texas — 8, L.P.

	 	Partners:

Sonic of Texas, Inc., general partner 1%

Sonic Automotive of Nevada, Inc., limited partner 99%
	268. SRE Virginia — 1, LLC

	 	Member: SRE Holding LLC 100%
	269. SRE Virginia — 2, LLC

	 	Member: SRE Holding LLC 100%
	270. SRealEstate Arizona — 1, LLC

	 	Member: SRE Holding LLC 100%
	271. SRealEstate Arizona — 2, LLC

	 	Member: SRE Holding LLC 100%
	272. SRealEstate Arizona — 3, LLC

	 	Member: SRE Holding LLC 100%





Schedule 5.13 — Page 14






 









 






	 	 	 
	Name of Entity	 	Ownership
	273. SRealEstate Arizona — 4, LLC

	 	Member: SRE Holding LLC 100%
	274. SRealEstate Arizona — 5, LLC

	 	Member: SRE Holding LLC 100%
	275. SRealEstate Arizona — 6, LLC

	 	Member: SRE Holding LLC 100%
	276. SRealEstate Arizona — 7, LLC

	 	Member: SRE Holding LLC 100%
	277. SRM Assurance, Ltd.

	 	Sonic Automotive, Inc. — 100%, 5,000 shares
	278. Stevens Creek Cadillac, Inc.

	 	L Dealership Group, Inc.  — 100%, 230,000 shares
	279. Town and Country Ford, Incorporated

	 	Sonic Automotive, Inc. — 100%, 471.25 shares
	280. Village Imported Cars, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	281. Windward, Inc.

	 	L Dealership Group, Inc. — 100%, 140,500 shares
	282. Z Management, Inc.

	 	Sonic Automotive, Inc. — 100%, 30,000 shares





Part (b). Other Equity Investments.




None.




Schedule 5.13 — Page 15



 









 





SCHEDULE 5.19




FRANCHISE AND FRAMEWORK AGREEMENT MATTERS




None.



Schedule 5.19 — Page 1




 











 





SCHEDULE 6.13




LOCATION OF COLLATERAL




	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	1. Sonic Automotive, Inc.

	 	 	 	 6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	2. Arngar, Inc.

	 	Arnold Palmer Cadillac
	 	10725 Pineville Rd.

Pineville, NC
	 
	3. Autobahn, Inc.

	 	Autobahn Motors

Main Facility


Airspace Lease



Remnant Parcel



Autobahn Motors-Service / Storage



Autobahn Motors Vehicle Storage/Detailing
	 	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


500-510 Harbor Blvd.

Belmont, CA


1315 Elmer St.

Belmont, CA
	4. Avalon Ford, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	5. Cornerstone Acceptance Corporation

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	6. FAA Auto Factory, Inc.

	 	 	 	3737 First St. 

Livermore, CA
	 
	7. FAA Beverly Hills, Inc.


	 	Beverly Hills BMW — Service & CPO Facility




Beverly Hills BMW — Sales Facility



Beverly Hills BMW — Rental
	 	8833 Wilshire Blvd.

Beverly Hills, CA


8825 Wilshire Blvd.
Beverly Hills, CA




Schedule 6.13 — Page 1





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and "d/b/a"	 	V.
	Name	 	Names	 	Collateral Locations
	



FAA Beverly Hills, Inc. (continued) 

	 	 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



Parking — Storage Lot



Service Facility Relocations Site



Parking Facility
	 	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


8909 Wilshire Blvd.

Beverly Hills, CA


9000-9001 Olympic Blvd.

Beverly Hills, CA


9100 Wilshire Blvd.

Beverly Hills, CA

	 
	8. FAA Capitol N, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	9. FAA Concord H, Inc.

	 	Concord Honda
	 	1300 Concord Ave.

Concord, CA


2241 Commerce Ave.

Concord, CA
	 
	10. FAA Concord T, Inc.

	 	Concord Toyota

Concord Scion
	 	1090 Concord Ave.

Concord, CA
	 
	11. FAA Dublin N, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC





 Schedule 6.13 — Page 2




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	12. FAA Dublin VWD, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	13. FAA Holding Corp.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	14. FAA Las Vegas H, Inc.

	 	Honda West
	 	7615 W. Sahara Ave.

Las Vegas, NV
	 
	15. FAA Poway H, Inc.

	 	Poway Honda
	 	13747 Poway Rd.

Poway, CA
	 
	16. FAA Poway T, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	17. FAA San Bruno, Inc.

	 	Melody Toyota

Melody Scion

(Main Facility)


(Service and Parts Facility)



(Parking Lot — New and Used)



(Main Facility)



(Used Car Facility)



(Parking — Used Cars)



(Used Cars)



(Parking Lot)
	 	750 El Camino Real

San Bruno, CA



222 E. San Bruno Ave.

San Bruno, CA


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






Schedule 6.13 — Page 3





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a“	 	V.
	Name	 	Names	 	Collateral Locations
	18. FAA Santa Monica V, Inc.

	 	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
	19. FAA Serramonte, Inc.

	 	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
	 
	20. FAA Serramonte H, Inc.

	 	Honda of Serramonte
	 	485 Serramonte Blvd.

Colma, CA
	 
	21. FAA Serramonte L, Inc.

	 	Lexus of Serramonte

Lexus of Marin
	 	700 Serramonte Blvd.

Colma, CA


513 Francisco Blvd. E.

San Rafael, CA
	 
	22. FAA Stevens Creek, Inc.

	 	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






Schedule 6.13 — Page 4






 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	23. FAA Torrance CPJ, Inc.

	 	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
	 
	24. FirstAmerica Automotive, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	25. Fort Mill Ford, Inc.

	 	 	 	801 Gold Hill Rd.

Fort Mill, SC
	 
	26. Fort Myers Collision Center, LLC

	 	 	 	12490 Metro Pkwy.

Fort Myers, FL
	 
	27. Franciscan Motors, Inc.

	 	Acura of Serramonte
	 	465/475 Serramonte Blvd.

Colma, CA
	 
	28. Frontier Oldsmobile-Cadillac, Inc.

	 	 	 	6415 Idlewild Rd
.
Suite 109

Charlotte, NC
	 
	29. Kramer Motors Incorporated

	 	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
	 
	30. L Dealership Group, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC







Schedule 6.13 — Page 5




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	31. Marcus David Corporation

	 	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

	 
	32. Massey Cadillac, Inc.

	 	Massey Cadillac
	 	24600 Grand River Ave.

Detroit, MI
	 
	33. Ontario L, LLC

	 	Crown Lexus
	 	1125 Kettering Dr.

Ontario, CA
	 
	34. Philpott Motors, Ltd.

	 	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
	 
	35. SAI AL HC1, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	36. SAI AL HC2, Inc.

	 	Tom Williams Collision Center
	 	1874 Grants Mill Rd.

Irondale, AL
	 
	37. SAI Ann Arbor Imports, LLC

	 	Mercedes-Benz of Ann Arbor



BMW of Ann Arbor
	 	570 Auto Mall Dr.

Ann Arbor, MI


501 Auto Mall Dr.

Ann Arbor, MI
	 
	38. SAI Atlanta B, LLC

	 	Global Imports [BMW]

Global Imports MINI
	 	500 Interstate North Pkwy. SE

Atlanta, GA
	 
	39. SAI Broken Arrow C, LLC

	 	Speedway Chevrolet
	 	2301 N. Aspen Ave.

Broken Arrow, OK







Schedule 6.13 — Page 6




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	40. SAI Charlotte M, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	41. SAI Clearwater T, LLC

	 	Clearwater Toyota

Clearwater Scion
	 	21799 U.S. Hwy. 19 N.

Clearwater, FL
	 
	42. SAI Columbus Motors, LLC

	 	Hatfield Subaru

Hatfield Hyundai

Hatfield Isuzu
	 	1400 Auto Mall Dr.

Columbus, OH
	 
	43. SAI Columbus T, LLC

	 	Toyota West 

Scion West

Hatfield Automall
	 	1500 Automall Dr.

Columbus, OH
	 
	44. SAI Columbus VWK, LLC

	 	Hatfield Kia

Hatfield Volkswagen
	 	1495 Auto Mall Dr.

Columbus, OH
	 
	45. SAI FL HC2, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	46. SAI FL HC3, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	47. SAI FL HC4, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	48. SAI FL HC6, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	49. SAI FL HC7, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	50. SAI Fort Myers B, LLC

	 	BMW of Fort Myers 



MINI of Fort Myers
	 	15421 S. Tamiami Tr.

Fort Myers, FL


13880 S. Tamiami Tr.

Fort Myers, FL






Schedule 6.13 — Page 7





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	51. SAI Fort Myers H, LLC

	 	Honda of Fort Myers
	 	14020 S. Tamiami Tr.

Fort Myers, FL

	 
	52. SAI Fort Myers M, LLC

	 	Mercedes-Benz of Fort Myers
	 	15461 S. Tamiami Tr.

Fort Myers, FL
	 
	53. SAI Fort Myers VW, LLC

	 	Volkswagen of Fort Myers
	 	14060 S. Tamiami Tr.

Fort Myers, FL
	 
	54. SAI GA HC1, LP

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	55. SAI Georgia, LLC

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	56. SAI Irondale Imports, LLC

	 	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
	 
	57. SAI Irondale L, LLC

	 	Tom Williams Lexus
	 	1001 Tom Williams Way

Irondale, AL

	 
	58. SAI Long Beach B, Inc.

	 	Long Beach BMW 



Long Beach MINI
	 	2998 Cherry Ave.

Signal Hill, CA 90755


2725 Temple Ave.

Signal Hill, CA 90755
	 
	59. SAI MD HC1, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	60. SAI Monrovia B, Inc.

	 	BMW of Monrovia



MINI of Monrovia
	 	1425-1451 South Mountain Ave.

Monrovia, CA


1875 South Mountain Ave.

Monrovia, CA






Schedule 6.13 — Page 8





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	61. SAI Montgomery B, LLC

	 	BMW of Montgomery
	 	190 Eastern Blvd.

Montgomery, AL
	 
	62. SAI Montgomery BCH, LLC

	 	Classic Cadillac Buick

Classic Cadillac 

Classic Hummer
	 	833 Eastern Blvd.

Montgomery, AL
	 
	63. SAI Montgomery CH, LLC

	 	Capitol Chevrolet



Capitol Hyundai
	 	711 Eastern Blvd.

Montgomery, AL


2820 Eastern Blvd.

Montgomery, AL
	 
	64. SAI Nashville CSH, LLC

	 	Crest Cadillac

Crest Hummer

Crest Saab
	 	2121 Rosa L. Parks Blvd.

Nashville, TN
	 
	65. SAI Nashville H, LLC

	 	Crest Honda
	 	2215 Rosa L. Parks Blvd.

Nashville, TN
	 
	66. SAI Nashville M, LLC

	 	Mercedes-Benz of Nashville
	 	630 Bakers Bridge Ave.

Franklin, TN
	 
	67. SAI Nashville Motors, LLC

	 	Audi Nashville 

Jaguar Nashville 

Porsche of Nashville
	 	2350 Franklin Pike

Nashville, TN


725 Melpark Dr.

Nashville, TN
	 
	68. SAI OK HC1, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	69. SAI Oklahoma City C, LLC

	 	City Chevrolet
	 	5000 W. Reno

Oklahoma City, OK
	 
	70. SAI Oklahoma City H, LLC

	 	Steve Bailey Pre-Owned Super Center 

Steve Bailey Honda
	 	8700 NW Expressway

Oklahoma City, OK
	 
	71. SAI Oklahoma City T, LLC

	 	Dub Richardson Toyota

Dub Richardson Scion


(Body Shop)
	 	8401 NW Expressway

Oklahoma City, OK


9038 NW Expressway

Oklahoma City, OK







Schedule 6.13 — Page 9




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	72. SAI Orlando CS, LLC

	 	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
	73. SAI Riverside C, LLC

	 	Riverside Chevrolet

(Main Facility)


(Reconditioning Facility)
	 	707 W. 51st St.

Tulsa, OK


2002 W. Skelly Dr.

Tulsa, OK
	 
	74. SAI Rockville Imports, LLC

	 	Rockville Audi

Rockville Porsche-Audi

Porsche of Rockville
	 	1125 Rockville Pike

Rockville, MD 20852
	 
	75. SAI Rockville L, LLC

	 	Lexus of Rockville
	 	15501 & 15515 Frederick Rd.

Rockville, MD


711 East Gude Dr.

Rockville, MD


15814-A and B Paramount Dr.

Rockville, MD
	 
	76. SAI TN HC1, LLC

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	77. SAI TN HC2, LLC

	 	N/A
	 	N/A
	 
	78. SAI TN HC3, LLC

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	79. SAI Tulsa N, LLC

	 	Riverside Nissan
	 	8190 E. Skelly Dr.

Tulsa, OK
	 
	80. SAI Tulsa T, LLC

	 	Riverside Toyota

Riverside Scion
	 	6868 East B.A. Frontage Rd.

Tulsa, OK





Schedule 6.13 — Page 10






 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	81. Santa Clara Imported Cars, Inc.

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

	 	Economy Honda Superstore
	 	2135 Chapman Rd.

Chattanooga, TN
	 
	83. Sonic Advantage PA, L.P.

	 	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
	 
	84. Sonic Agency, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	85. Sonic Automotive — 1720 Mason Ave., DB,
Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	86. Sonic Automotive — 1720 Mason Ave., DB,
LLC

	 	Mercedes-Benz of Daytona Beach
	 	1720 Mason Ave.

Daytona Beach, FL
	 
	87. Sonic Automotive 2752 Laurens Rd.,
Greenville, Inc.

	 	Century BMW

Century MINI


(Parking Lot)
	 	2750 Laurens Rd.

Greenville, SC


17 Duvall and 2758 Laurens Rd.

Greenville, SC
	 
	88. Sonic Automotive — 3401 N. Main, TX, L.P.

	 	Ron Craft Chevrolet Cadillac

Baytown Auto Collision Center
	 	4114 Hwy. 10 E.

Baytown, TX
	 
	89. Sonic Automotive-3700 West Broad Street,
Columbus, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC

	 
	90. Sonic Automotive-4000 West Broad Street,
Columbus, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC








Schedule 6.13 — Page 11




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	91. Sonic Automotive — 4701 I-10 East, TX,
L.P.

	 	Baytown Ford
	 	4110 Hwy. 10 E.

Baytown, TX
	 
	92. Sonic Automotive 5260 Peachtree
Industrial Blvd., LLC

	 	Dyer and Dyer Volvo
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	93. Sonic Automotive — 6008 N. Dale Mabry,
FL, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	94. Sonic Automotive — 9103 E. Independence,
NC, LLC

	 	Infiniti of Charlotte



Infiniti of Charlotte Parking Lot
	 	9103 E. Independence Blvd.

Matthews, NC


9032 Scenic Dr.

Matthews, NC
	 
	95. Sonic Automotive F&I, LLC

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV

	 
	96. Sonic Automotive of Chattanooga, LLC

	 	BMW of Chattanooga
	 	6806 E. Brainerd Rd.

Chattanooga, TN
	 
	97. Sonic Automotive of Nashville, LLC

	 	BMW of Nashville 

MINI of Nashville 

Sonic Automotive Body Shop
	 	4040 Armory Oaks Dr.

Nashville, TN
	 
	98. Sonic Automotive of Nevada, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	99. Sonic Automotive of Texas, L.P.

	 	Lone Star Ford
	 	8477 North Fwy.

Houston, TX
	 
	100. Sonic Automotive Support, LLC

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV
	 
	101. Sonic Automotive West, LLC

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV







Schedule 6.13 — Page 12




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	102. Sonic-Buena Park H, Inc.

	 	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.
	 
	103. Sonic — Cadillac D, L.P.

	 	Massey Cadillac
	 	11675 LBJ Fwy.

Dallas, TX
	 
	104. Sonic-Calabasas A, Inc.

	 	Acura 101 West
	 	24650 Calabasas Rd.

Calabasas, CA
	 
	105. Sonic Calabasas M, Inc.

	 	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
	 
	106. Sonic — Calabasas V, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	107. Sonic — Camp Ford, L.P.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	108. Sonic-Capitol Cadillac, Inc.

	 	Capitol Cadillac 

Capitol Hummer
	 	5901 S. Pennsylvania Ave. 


Lansing, MI
	 
	109. Sonic-Capitol Imports, Inc.

	 	Capitol Imports

Capitol Hyundai
	 	101 Newland Rd.

Columbia, SC
	 
	110. Sonic — Carrollton V, L.P.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	111. Sonic — Carson F, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	112.
Sonic — Carson LM, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC






Schedule 6.13 — Page 13





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	113. Sonic-Clear Lake Volkswagen, L.P.

	 	Clear Lake Volkswagen
	 	15100 Gulf Fwy.

Houston, TX
	 
	114. Sonic — Coast Cadillac, Inc.

	 	Coast Cadillac
	 	3399 E. Willow St.

Long Beach, CA
	 
	115. Sonic — Denver T, Inc.

	 	Mountain States Toyota and Scion

Mountain States Toyota
	 	201 W. 70th Ave.

Denver, CO
	 
	116. Sonic Development, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	117. Sonic Divisional Operations, LLC

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV
	 
	118. Sonic — Downey Cadillac, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	119. Sonic — Fort Worth T, L.P.

	 	Toyota of Fort Worth

Scion of Fort Worth
	 	9001 Camp Bowie W.

Fort Worth, TX
	 
	120. Sonic — Frank Parra Autoplex, L.P.

	 	Frank Parra Chevrolet



Frank Parra Chrysler Jeep 

Frank Parra Chrysler Jeep Dodge
	 	1000 E. Airport Fwy.

Irving, TX


700 E. Airport Fwy.

Irving, TX
	 
	121. Sonic Fremont, Inc.

	 	Jaguar Fremont

Land Rover Fremont

Volvo Fremont
	 	5601 and 5701 Cushing Pkwy.

Fremont, CA
	 
	122. Sonic — Harbor City H, Inc.

	 	Carson Honda
	 	1435 E. 223rd St.

Carson, CA
	 
	123. Sonic Houston JLR, LP

	 	Jaguar Houston North

Land Rover Houston North
	 	18205 Interstate 45 N

Houston, TX







Schedule 6.13 — Page 14




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	124. Sonic Houston LR, L.P.

	 	Land Rover Houston Central

Jaguar Houston Central
	 	7019 Old Katy Rd.

Houston, TX


7025 Old Katy Rd.

Houston, TX
	 
	125. Sonic — Houston V, L.P.

	 	Volvo of Houston



(Body Shop)
	 	11950 Old Katy Rd.

Houston, TX


1321 Sherwood Forest Dr.

Houston, TX
	 
	126. Sonic-Jersey Village Volkswagen, L.P.

	 	Momentum Volkswagen of Jersey Village
	 	19550 Northwest Fwy.

Houston, TX
	 
	127. Sonic — Las Vegas C East, LLC

	 	Cadillac of Las Vegas
	 	2711 E. Sahara Ave.

Las Vegas, NV
	 
	128. Sonic — Las Vegas C West, LLC

	 	Cadillac of Las Vegas — West
	 	5185 W. Sahara Ave.

Las Vegas, NV
	 
	129. Sonic — Lloyd Nissan, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	130. Sonic — Lloyd Pontiac — Cadillac, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	131. Sonic — Lone Tree Cadillac, Inc.

	 	Don Massey Cadillac



Don Massey Collision Center
	 	8201 Parkway Dr.

Lone Tree, CO


6208 E. County Line Rd.

Littleton, CO
	 
	132. Sonic — LS Chevrolet, L.P.

	 	Lone Star Chevrolet



Lone Star Chevrolet Parking Lot
	 	18800 North Fwy.

Houston, TX


18990 Northwest Fwy.

Houston, TX
	 
	133. Sonic — LS, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC





Schedule 6.13 — Page 15






 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	134. Sonic — Lute Riley, L.P.

	 	Lute Riley Honda




(Body Shop)
	 	1331 N. Central Expy.

Richardson, TX


13561 Goldmark Dr.

Richardson, TX
	 
	135. Sonic — Manhattan Fairfax, Inc.

	 	BMW of Fairfax



(Parking Facility)
	 	8427 Lee Hwy.

Fairfax, VA


8435 Lee Hwy.

Fairfax, VA
	 
	136. Sonic — Massey Chevrolet, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	137. Sonic — Mesquite Hyundai, L.P.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	138. Sonic Momentum B, L.P.

	 	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
	 
	139. Sonic Momentum JVP, L.P.

	 	Jaguar Southwest Houston 

Land Rover Southwest Houston 

Momentum Volvo


Momentum Porsche
	 	10150 Southwest Fwy.

Houston, TX



10155 Southwest Fwy.

Houston, TX







Schedule 6.13 — Page 16




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	140. Sonic Momentum VWA, L.P.

	 	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
	 
	141. Sonic — Newsome Chevrolet World, Inc.

	 	Capitol Chevrolet
	 	111 Newland Rd.

Columbia, SC
	 
	142. Sonic — Newsome of Florence, Inc.

	 	Newsome Automotive (Mercedes)

Imports of Florence (BMW)

Newsome Chevrolet
	 	2199 David McLeod Blvd.

Florence, SC
	 
	143. Sonic of Texas, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	144. Sonic Peachtree Industrial Blvd., L.P.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	145. Sonic-Plymouth Cadillac, Inc.

	 	Don Massey Cadillac
	 	40475 Ann Arbor Rd.

Plymouth, MI
	 
	146. Sonic Resources, Inc.

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV
	 
	147. Sonic — Richardson F, L.P.

	 	North Central Ford
	 	1819 N. Central Expy.

Richardson, TX
	 
	148. Sonic — Sanford Cadillac, Inc.

	 	Massey Cadillac of Sanford
	 	3700 S. Hwy. 17-92

Sanford, FL
	 
	149. Sonic Santa Monica M,

	 	W.I. Simonson
	 	1626 Wilshire Blvd.






Schedule 6.13 — Page 17





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	
         Inc.

	 	




(Service) 



(Parking)
	 	Santa Monica, CA


1330 Colorado Ave.

Santa Monica, CA


1215 — 17th St.

Santa Monica, CA


1415 Euclid & 1308 Santa Monica Blvd.

Santa Monica, CA
	 
	150. Sonic Santa Monica S, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	151. Sonic-Saturn of Silicon Valley, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	152. Sonic — Shottenkirk, Inc.

	 	Pensacola Honda
	 	5600 Pensacola Blvd.

Pensacola, FL
	 
	153. Sonic — Stevens Creek B, Inc.

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

	 	Stone Mountain Toyota

Stone Mountain Scion
	 	5065 U.S. Hwy. 78

Stone Mountain, GA







Schedule 6.13 — Page 18




 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	155. Sonic Tysons Corner H, Inc.

	 	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
	 
	156. Sonic Tysons Corner Infiniti, Inc.

	 	Infiniti of Tysons Corner
	 	8527 Leesburg Pike

Vienna, VA
	 
	157. Sonic — University Park A, L.P.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	158. Sonic-Volvo LV, LLC

	 	Volvo of Las Vegas
	 	7705 W. Sahara Ave.

Las Vegas, NV
	 
	159. Sonic Walnut Creek M, Inc.

	 	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
	 
	160. Sonic-West Covina T, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	161. Sonic — Williams Cadillac, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC






Schedule 6.13 — Page 19





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	162. Sonic Wilshire Cadillac, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	163. SRE Alabama — 2, LLC

	 	N/A
	 	N/A
	164. SRE Alabama—5, LLC

	 	N/A
	 	N/A
	165. SRE California — 1, LLC

	 	N/A
	 	N/A
	166. SRE California-2, LLC

	 	N/A
	 	N/A
	167. SRE California — 4, LLC

	 	N/A
	 	N/A
	168. SRE Colorado — 1, LLC

	 	N/A
	 	N/A
	169. SRE Florida — 1, LLC

	 	N/A
	 	N/A
	170. SRE Florida — 2, LLC

	 	N/A
	 	N/A
	171. SRE Holding, LLC

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

	 	N/A
	 	N/A
	173. SRE Oklahoma—1, LLC

	 	N/A
	 	N/A
	174. SRE Oklahoma—2, LLC

	 	N/A
	 	N/A
	175. SRE Oklahoma—5, LLC

	 	N/A
	 	N/A
	176. SRE South Carolina—3, LLC

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

	 	N/A
	 	N/A
	178. SRE Tennessee—4, LLC

	 	N/A
	 	N/A
	179. SRE Texas — 1, L.P.

	 	N/A
	 	N/A
	180. SRE Texas — 2, L.P.

	 	N/A
	 	N/A
	181. SRE Texas — 3, L.P.

	 	N/A
	 	N/A






Schedule 6.13 — Page 20





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	182. SRE Texas — 4, L.P.

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

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

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

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

	 	N/A
	 	N/A
	187. SRE Virginia — 1, LLC

	 	N/A
	 	N/A
	188. SRealEstate Arizona — 2, LLC

	 	N/A
	 	N/A
	189. SRealEstate Arizona — 3, LLC

	 	N/A
	 	N/A
	190. SRM Assurance, Ltd.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	191. Stevens Creek Cadillac, Inc.

	 	St. Claire Cadillac 



St. Claire Cadillac — Offsite Vehicle Storage
	 	3737 Stevens Creek Blvd.

Santa Jose, CA


1507 South 10th St., San Jose, CA
	192. Town and Country Ford, Incorporated

	 	 	 	5401 E. Independence Blvd.

Charlotte, NC
	193. Village Imported Cars, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC






Schedule 6.13 — Page 21





 









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names and “d/b/a”	 	V.
	Name	 	Names	 	Collateral Locations
	194. Windward, Inc.

	 	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






Schedule 6.13 — Page 22




 











 




     



SCHEDULE 7.01




EXISTING LIENS




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Sonic Automotive, Inc.
	 	 	 	 	 	 	 	 
	Delaware Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BBH Financial Services Company

	 	12/28/2004
	 	 	43658079	 	 	Computer equipment
	 
	 	 	 	 	 	 	 	 
	BBH Financial Services Company

	 	12/28/2004
	 	 	43658152	 	 	Computer equipment
	 
	 	 	 	 	 	 	 	 
	BBH Financial Services Company

	 	12/28/2004
	 	 	43658780	 	 	Computer equipment
	 
	 	 	 	 	 	 	 	 
	Dell Financial Services L.P.

	 	05/19/2006
	 	 	61708031	 	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Dell Financial Services L.P.

	 	05/19/2006
	 	 	61708049	 	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Greater Bay Bank N.A.

	 	02/29/2008
	 	 	2008 0732816	 	 	Leased Equipment — 1 Komatsu Forklift FG15SHT-17 s/n 673434
	 
	 	 	 	 	 	 	 	 
	Arngar, Inc., d/b/a Arnold Palmer Cadillac
	 	 	 	 	 	 	 	 
	North Carolina Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

(additional debtor Sonic Development, LLC)

	 	12/30/2004
	 	 	20040125442F	 	 	Leased equipment — Service Department Air Systems; Body Shop
vehicle lifts; Body Shop paint booth equipment; frame
straightening equipment; Body Shop general equipment; Parts
Department equipment
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc.

(additional debtor Sonic Development, LLC)

	 	11/02/2005
	 	 	20050105391H	 	 	Leased equipment — all equipment and personal property covered
by that certain Lease Schedule NO. 13 dated to Master Lease No.
CML-0877-F dated 7/26/04 between Celtic Leasing Corp. and Debtor
	 
	 	 	 	 	 	 	 	 
	Autobahn, Inc., d/b/a Autobahn Motors
	 	 	 	 	 	 	 	 
	California Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz of North America, LLC

	 	12/10/1991
	 	 	91261652	 	 	Motor vehicles, parts and accessories for which payment has not
been received by Mercedes-Benz North America, Inc. in
accordance with the provisions of the Mercedes-Benz Dealer
Agreement
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	08/21/1996
	 	 	96234C0412	 	 	 






Schedule 7.01 — Page 1









 





     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Change Debtor address

	 	01/21/1997
	 	 	97021C0292	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	09/27/2000
	 	 	00273C0058	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	10/30/2001
	 	 	01304C0008	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	10/10/2006
	 	 	06-70880947	 	 	 
	 
	 	 	 	 	 	 	 	 
	FAA Beverly Hills, Inc., d/b/a Beverly Hills BMW	 	 
	California Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	10/27/1999
	 	 	9930660594	 	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, tools, special tools,
equipment, signage, warranty advances, holdbacks, incentives,
warranty credits, parts and accessories, Lifestyle products and
gift articles that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, Inc. and/or bear
trademarks of BMW, all accessions and additions thereto and all
proceeds of any of the foregoing, including insurance proceeds,
and a security interest in and right of setoff with respect to
all credits and right to payment (e.g. holdbacks, bonuses,
incentives, warranty credits and the like) held by BMW, its
subsidiaries and affiliates for the account of debtor, and as
to the foregoing whether now owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	08/20/2004
	 	 	04-10021858	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	05/10/2005
	 	 	05-70262321	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral to delete Inc.
and add LLC

	 	05/10/2005
	 	 	05-70262327	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Delete Debtor d/b/a

	 	05/10/2005
	 	 	05-70262328	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	10/30/2007
	 	 	07-71348214	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	10/30/2007
	 	 	07-71348217	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	10/30/2007
	 	 	07-71348201	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	12/04/2007
	 	 	07-71389993	 	 	 






Schedule 7.01 — Page 2









 





     



	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	08/04/2009
	 	09-72045370	 	 
	 
	 	 	 	 	 	 
	FAA Capitol N, Inc., d/b/a Capitol Nissan
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Nissan Motor Acceptance Corporation

	 	05/05/2005
	 	05-7025740161
	 	Signs, together with all related materials, tools, parts,
fittings, supports, fixings, attachments, illumination,
electrical cables, connections and equipment, and concrete
foundations
	 
	 	 	 	 	 	 
	Amendment: Change S/P information

	 	11/06/2006
	 	06-70909110	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P information

	 	02/09/2008
	 	08-71467543	 	 
	 
	 	 	 	 	 	 
	FAA Las Vegas H, Inc., d/b/a Honda West	 	 
	Nevada Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Lakeland Bank Equipment Leasing Division

	 	03/27/2007
	 	2007009438-2
	 	Leased Equipment: Market Scan System
	 
	 	 	 	 	 	 
	FAA Stevens Creek, Inc., d/b/a Stevens Creek Nissan
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Nissan Motor Acceptance Corporation

	 	08/21/2007
	 	07-7126162527
	 	Signs, together with all related materials, tools, parts,
fittings, supports, fixings, attachments, illumination,
electrical cables, connections and equipment, and concrete
foundations
	 
	 	 	 	 	 	 
	Fort Mill Ford, Inc.
	South Carolina Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Ford Motor Company

	 	10/27/1986
	 	86-051658
	 	All motor vehicles together with all equipment and accessories
thereto, including all current and after acquired motor
vehicles, held as inventory on lease or rental; or held for
lease, rental or sale, pursuant to a Rent-A-Car System and
Lease Agreement between secured party and debtor
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	03/09/1989
	 	89-012309	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	04/27/1989
	 	89-021926	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/06/1991
	 	91-022733	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/16/1996
	 	960516-113648A	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	02/15/2001
	 	010215-113328A	 	 






Schedule 7.01 — Page 3









 





     



	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	05/02/2001
	 	010502-102524A	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P address

	 	08/09/2002
	 	020809-1036398	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	06/08/2006
	 	060608-1052069	 	 
	 
	 	 	 	 	 	 
	Marcus David Corporation, d/b/a Town and Country Toyota, Town and Country Toyota Certified Used Cars, Town and Country Toyota-Scion
	North Carolina Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Coactive Capital Partners LLC

	 	08/18/2006
	 	20060080665E
	 	Leased computer equipment
	 
	 	 	 	 	 	 
	Amendment: Assignment from US Bancorp

	 	03/22/2007
	 	20070028051G	 	 
	 
	 	 	 	 	 	 
	US Bancorp

	 	08/29/2007
	 	20070082898F
	 	3 Optiplex 745; 3 15” flat panel; 1 new vehicle lease, retail
finance, 2 desk mod seats MDesking modules
	 
	 	 	 	 	 	 
	Main Street National Bank

	 	06/03/2008
	 	20080051421E
	 	Leased Equipment — 1 DCMdata Digital Lot system including:
	 

	 	 	 	 	 	Itab pen tablet data collection device, printer, internal
modem, database synchronization, web site creation and Digital
Lot software license
	 
	 	 	 	 	 	 
	Ontario L, LLC, d/b/a Crown Lexus	 	 
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Lakeland Bank Equipment Leasing Division

	 	05/23/2007
	 	07-7115027818
	 	Leased Equipment — Market Scan System
	 
	 	 	 	 	 	 
	Philpott Motors, Ltd., d/b/a Philpott Ford, Philpott Toyota, Philpott Motors Hyundai
	Texas Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Citicorp Leasing, Inc.

	 	01/05/2006
	 	06-0000435412
	 	1 used Linde Model #E15S
	 
	 	 	 	 	 	 
	Ford Motor Company

	 	05/04/2006
	 	06-0015117556
	 	New, used and demonstrator vehicles, tractors, trailers,
semi-trailers and truck and camper bodies, and other goods
which are inventory or equipment on or held for lease, rental
or sale, together with goods with manufacturer’s certificates
and certificates of title or ownership on or held for lease,
rental or sale, and all accessions thereto, pursuant to a
Rent-A-Car System and Lease Agreement between Secured Party and
Debtor; manufacturer’s certificates and Certificates of Title,
ownership, or origin and all accessories and replacement parts
of any of the above; all accounts, instruments, chattel papers,
lease rentals, contract rights, documents, general intangibles
and supporting obligations thereto.
	 
	 	 	 	 	 	 
	Greater Bay Bank N.A.

	 	10/12/2007
	 	07-0035038743
	 	1 — Used Forklift E15S s/n 324E12613416 including parts,
accessories, substitutions, additions, accessions and
replacements thereto, and all proceeds






Schedule 7.01 — Page 4









 




     



	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Ann Arbor Imports, LLC, f/k/a Sonic-Ann Arbor Imports, Inc., d/b/a Mercedes-Benz of Ann Arbor, BMW of Ann Arbor, Auto-Strasse

Michigan Secretary of State
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	10/23/2003
	 	 	2003202420-2	 	 	A purchase money security interest in all unpaid BMW motor
vehicles, including but not limited to BMW automobiles, sports
activity vehicles/light trucks, motorcycles, tools, special
tools, equipment, signage, warranty advances, parts and
accessories, Lifestyle products and gift articles that are
manufactured or sold by Bayerische Motoren Werks AG and/or BMW
of North America, LLC and/or bear trademarks of BMW, all
accessions and additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a security
interest in and right of setoff with respect to all credits and
right to payment (e.g. holdbacks, bonuses, incentives, warranty
credits and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to the foregoing
whether now owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	11/21/2006
	 	 	2006194891	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	09/05/2008
	 	 	2008139289-4	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	01/26/2009
	 	 	2009012242-6	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	11/05/2003
	 	 	2003212735-1	 	 	Motor vehicles, parts, and accessories for which payment has
not been received by Mercedes-Benz USA, LLC, in accordance with
the provisions of the Mercedes-Benz Dealer Agreements
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	09/25/2008
	 	 	2008149688-2	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	02/12/2009
	 	 	2009023157-8	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation


Note: Additional debtor: Auto-Strasse, Ltd.

	 	04/07/2004
	 	 	2004070435-5	 	 	Equipment on loan — 4 218-445 Std Oil Reel; 2 224-886 Reel; 6
218-546 Kit; 2 218-548 End Panel Kit; 2 218-588 Solonoid Kit;
4 3330-008 Solonoid Kit; 500 ft wire; 2 203-523 Mt. Channel;
460 ft. 5/8” steel tubing; 120 ft 11/2 “ black pipe; 40 Ft
Unistrut; 1 P6-12CIT hose 6’ x 3/4
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	10/21/2008
	 	 	2008162771-6	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	05/30/2007
	 	 	2007085884-9	 	 	Equipment on loan: (1) DW165 tank, 165 gal double wall; (1)
G575215A pump, flojet; (1) 1740002S strainer, flojet; (1)
A770A30B-PB hose, flex 1/4” x 30”; (1) 180-685 water bibb; (1)
110-318 air regulator; (1) 29850 air gauge; (1) 210 air
coupler; (1) P6-6 hose 6’ x 2/8” air






Schedule 7.01 — Page 5









 




     



	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Atlanta B, LLC, f/k/a Sonic-Global Imports, L.P., d/b/a Global Imports BMW, Global Imports MINI
	Georgia Central Filing
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Compass Bank

	 	03/26/1999
	 	 	033-1999-005311	 	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Partial release (copy missing)

	 	03/16/2001
	 	 	033-2001-003309	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	12/08/2003
	 	 	033-2003-011919	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	12/19/2008
	 	 	0332008-12560	 	 	 
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	09/04/2007
	 	 	0602007-10773	 	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	03/02/2009
	 	 	0602009-01822	 	 	 
	 
	 	 	 	 	 	 	 	 
	SAI Broken Arrow C, LLC, f/k/a Speedway Chevrolet, Inc.
	Oklahoma Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	06/21/2005
	 	 	2005007653634	 	 	All inventory or merchandise purchased from secured party and
held for sale or lease or furnished or to be furnished under
contract of service, and all proceeds of the foregoing, and all
equipment and proceeds thereof including all additions,
accessions or substitutions; all proceeds
	 
	 	 	 	 	 	 	 	 
	SAI Charlotte M, LLC, f/k/a Sonic-Lake Norman Dodge, LLC, f/k/a Sonic Dodge, LLC
	North Carolina Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	American Express Business Finance Corporation

	 	02/05/2003
	 	 	20030011994M	 	 	Leased computer equipment






Schedule 7.01 — Page 6









 




     



	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	12/15/2007
	 	 	20070117237A	 	 	 
	 
	 	 	 	 	 	 	 	 
	SAI Clearwater T, LLC, f/k/a Sonic Automotive-Clearwater, Inc., d/b/a/ Clearwater Toyota, Clearwater Scion
	Florida Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Financial Leasing, Inc.

	 	01/06/2005
	 	 	200508689005	 	 	Computer equipment
	 
	 	 	 	 	 	 	 	 
	US Bancorp

(filed under Debtor d/b/a Clearwater Toyota)

	 	21/28/2005
	 	 	200501498646	 	 	Leased computer equipment
	 
	 	 	 	 	 	 	 	 
	US Bancorp 

(filed under Debtor d/b/a Clearwater Toyota)

	 	07/20/2006
	 	 	200603215252	 	 	Leased Equipment — Computer equipment
	 
	 	 	 	 	 	 	 	 
	US Bancorp 

(filed under Debtor d/b/a Clearwater Toyota)

	 	11/29/2006
	 	 	200604254170	 	 	Leased Equipment — Computer equipment
	 
	 	 	 	 	 	 	 	 
	SAI Fort Myers B, LLC, f/k/a Sonic-FM, Inc., d/b/a BMW of Fort Myers
	Florida Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	04/05/2002
	 	 	200200808778	 	 	A purchase money security interest in all unpaid BMW motor
vehicles, including but not limited to BMW automobiles, sports
activity vehicles/light trucks, motorcycles, tools, special
tools, equipment, signage, warranty advances, parts and
accessories, Lifestyle products and gift articles that are
manufactured or sold by Bayerische Motoren Werks AG and/or BMW
of North America, LLC and/or bear trademarks of BMW, all
accessions and additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a security
interest in and right of setoff with respect to all credits and
right to payment (e.g. holdbacks, bonuses, incentives, warranty
credits and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to the foregoing
whether now owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/29/2007
	 	 	200704690533	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	03/10/2008
	 	 	200807835615	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	02/27/2009
	 	 	200900101049	 	 	 
	 
	 	 	 	 	 	 	 	 
	SAI Fort Myers M, LLC, f/k/a Sonic-FM Automotive, LLC, d/b/a Mercedes-Benz of Fort Myers
	Florida Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	02/29/2000
	 	 	200000050147-6	 	 	Motor vehicles, parts and accessories for which payment has not
been received by Mercedes-Benz USA, Inc. in accordance with the
provisions of the Mercedes-Benz Dealer Agreement






Schedule 7.01 — Page 7









 




     



	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Change S/P name from Inc. to LLC

	 	02/16/2001
	 	 	200100036392-5	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	11/19/2004
	 	 	20040835754X	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	12/21/2006
	 	 	200604417827	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	02/11/2009
	 	 	200900014006	 	 	 
	 
	 	 	 	 	 	 	 	 
	SAI Irondale Imports, LLC, f/k/a Sonic-Williams Imports, Inc., d/b/a Tom Williams Imports, Audi, BMW, Porsche, Land Rover
	Alabama Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	02/17/2000
	 	B2000-07123 FS
	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	03/23/2004
	 	B2000-07123AM
	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name to delete d/b/a

	 	02/01/2005
	 	B2000-07123AM
	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P name from BMW of North
America, Inc.

	 	02/01/2005
	 	B2000-07123AM
	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	02/01/2005
	 	B2000-07123 CS
	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral

	 	01/17/2006
	 	B2000-07123 AM
	 	A Purchase Money Security Interest in all unpaid BMW motor
vehicles, including but not limited to BMW automobiles, sports
activity vehicles/light trucks, motorcycles, tools, special
tools, equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and accessories, Lifestyle
products and gift articles that are manufactured or sold by
Bayerische Motoren Werks AG and/or BMW of North America LLC
(collectively “BMW”) and/or bear trademarks of BMW, all
accessions and additions thereto and all proceeds of any of the
foregoing, including






Schedule 7.01 — Page 8









 





     



	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	insurance proceeds, and a security
interest in and right to set off with respect to all credits
and rights to payments held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to all of the
foregoing whether now owned or hereafter acquired.
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/02/2009
	 	B2000-07123AM	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	10/01/2009
	 	B2000-07123AM	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Services

	 	08/08/2002
	 	B02-0660244 FS
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/07/2007
	 	B02-0660244CS	 	 
	 
	 	 	 	 	 	 
	SAI Irondale L, LLC, f/k/a Sonic-Williams Motors, LLC, d/b/a Tom Williams Lexus
	Alabama Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	07/26/2002
	 	B02-0622674 FS
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	04/05/2007
	 	B02-0622674CS	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/23/2009
	 	B02-0622674AM	 	 
	 
	 	 	 	 	 	 
	Aqua Pure Water Systems, Dolphin Capital Corp.,
Assignee

	 	08/30/2005
	 	B05-0659918FS
	 	Leased Equipment — 1 Micro Bar s/n 165473; 1 Milk Cooer s/n
002697; 1 Bunn Coffee Brewer s/n WTF306415; 1 Innowave Chiller
s/n 2104L11082; 1 Viking Refrigerator s/n VUAR141; 1 Ice O
Matic Ice Maker s/n 05021280010728; 1 Vita Mix Blender s/n
000749
	 
	 	 	 	 	 	 
	Pullman Bank and Trust Company
(additional debtors Sonic-Williams Imports,
Inc. and Sonic-Williams Cadillac, Inc.)

	 	11/02/2005
	 	B05-0818139FS
	 	Leased Equipment — covered by that certain Lease Schedule 12
dated to Master Lease No. CML-0877-F dated 7/26/04 between
Celtic Leasing and Lessee
	 
	 	 	 	 	 	 
	Amendment: Restate collateral

	 	12/29/2005
	 	B05-0818139FS	 	 
	 
	 	 	 	 	 	 
	Amendment: Assignment from Celtic Leasing Corp.

	 	12/29/2005
	 	B05-0818139 AS
	 	[Adds more detail to description of leased equipment]
	 
	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc.
(additional debtors Sonic-Williams Imports,
Inc. and Sonic-Williams Cadillac, Inc.)

	 	11/02/2005
	 	B05-0818151FS
	 	Leased Equipment — covered by that certain Lease Schedule 13
dated to Master Lease No. CML-0877-F dated 7/26/04 between
Celtic Leasing and Lessee






Schedule 7.01 — Page 9









 




     



	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Long Beach B, Inc., d/b/a Long Beach BMW, Long Beach MINI
	Florida Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	08/13/2007
	 	07-7125294239
	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 
	SAI Monrovia B, Inc., d/b/a BMW of Monrovia, MINI of Monrovia
	Florida Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	07/18/2007
	 	07-7121775916
	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired






Schedule 7.01 — Page 10









 





     




	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Montgomery B, LLC, f/k/a Sonic Montgomery B, Inc., d/b/a BMW of Montgomery
	Alabama Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank

	 	04/18/2005
	 	B05-0284796 FS
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	06/27/2005
	 	B05-0489290 FS
	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/02/2009
	 	B05-0489290AM	 	 
	 
	 	 	 	 	 	 
	SAI
Montgomery BCH, LLC, f/k/a Cobb Pontiac-Cadillac, Inc., d/b/a
Classic Cadillac, Classic Cadillac Buick, Classic Hummer

	Alabama Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank Commercial Billing Service

	 	03/28/1990
	 	B90-11752 FS
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 
	Amendment: Change S/P from Central Bank of the
South dba Commercial Billing Service

	 	11/30/1994
	 	B90-11752 AM	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	11/30/1994
	 	B90-11752 CS	 	 






Schedule 7.01 — Page 11









 




     



	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	12/09/1999
	 	B1990-11752 CS	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	12/01/2004
	 	B1990-11752 CS	 	 
	 
	 	 	 	 	 	 
	SAI Montgomery CH, LLC, f/k/a Capitol Chevrolet and Imports, Inc., d/b/a Capitol Chevrolet, Capitol Hyundai
	Alabama Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank

	 	08/19/2002
	 	B02-0691500 FS
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 
	Amendment: Change debtor information

	 	08/15/2005
	 	B02-0691500AM	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/07/2007
	 	B02-0691500CS	 	 
	 
	 	 	 	 	 	 
	General Electric Capital Corporation, Assignee
of Berny Office Solutions

(filed under debtor name Capital Chevrolet Inc.)

	 	04/18/2000
	 	B2000-15379 FS
	 	Konica and Sharp copiers
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	02/18/2005
	 	B2000-15379 CS	 	 
	 
	 	 	 	 	 	 
	SAI Nashville CSH, LLC, f/k/a Sonic-Crest Cadillac, LLC, d/b/a Crest Cadillac, Crest Hummer, Crest Saab
	Tennessee Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	05/13/2002
	 	102-020599
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 
	Amendment: Amend amount of maximum principal
indebtedness

	 	06/01/2002
	 	302-032546	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	02/09/2007
	 	107-006316	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor Name

	 	04/23/2009
	 	309-020596	 	 






Schedule 7.01 — Page 12









 





     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Irwin Union Bank and Trust Company
(in name of Crest Cadillac, Inc.)

	 	06/29/2001
	 	 	301-084579	 	 	Contract #40052138LE — Car wash machinery and equipment
together with all accessions, attachments and additions thereto
and replacements thereof
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/23/2006
	 	 	206-004296	 	 	 
	 
	 	 	 	 	 	 	 	 
	SAI Nashville H, LLC, f/k/a Sonic-Crest H, LLC, d/b/a Crest Honda
	Tennessee Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	06/24/2002
	 	 	202-036728	 	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	03/02/2007
	 	 	307-114168	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/23/2009
	 	 	309-020595	 	 	 
	 
	 	 	 	 	 	 	 	 
	SAI Nashville M, LLC, f/k/a Sonic Nashville M, LLC, f/k/a Sonic Nashville MB, Inc., d/b/a Mercedes-Benz of Nashville
	Tennessee Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	04/05/2005
	 	 	105-021181	 	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/23/2009
	 	 	309-020594	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	04/07/2005
	 	 	305-020582	 	 	Motor vehicles, parts, and accessories for which payment has
not been received by Mercedes-Benz USA, LLC in accordance with
the provisions of the Mercedes-Benz Dealer Agreements
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	02/12/2009
	 	 	209-007725	 	 	 
	 
	 	 	 	 	 	 	 	 
	SAI Oklahoma City C, LLC, f/k/a Sonic-West Reno Chevrolet, Inc., d/b/a City Chevrolet
	Oklahoma Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	07/25/2005
	 	 	2005009154834	 	 	All inventory or merchandise purchased from secured party and
held for sale or lease or furnished or to be furnished under
contract of service, and all proceeds of the foregoing, and all
equipment and proceeds thereof including all additions,
accessions or substitutions; all proceeds
	 
	 	 	 	 	 	 	 	 
	US Bancorp

	 	08/09/2005
	 	 	2005009814332	 	 	Leased copier equipment






Schedule 7.01 — Page 13









 




     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Oklahoma City T, LLC, f/k/a Wrangler Investments, Inc., d/b/a Dub Richardson Toyota, Dub Richardson Scion
	Oklahoma Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	12/30/2004
	 	 	2004015737940	 	 	Leased equipment — Service Department air systems; Service
Department Vehicle Lifts; Service Department Lube System;
Service Department Exhaust System; General Shop equipment;
Wheel Service/Alignment equipment; Engine Service equipment;
Washing equipment; Roll Over Car Wash equipment; Parts
Department equipment
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc.

	 	11/02/2005
	 	 	2005013361021	 	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Pullman Bank and Trust Company.

	 	11/02/2005
	 	 	2005013361122	 	 	Leased equipment — Carwash equipment
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral

	 	12/21/2005
	 	 	2005015151424	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Assignment from Celtic Leasing Corp.

	 	12/27/2005
	 	 	E2005015275936	 	 	 
	 
	 	 	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	02/27/2006
	 	 	2006002320015	 	 	All debtors inventory or merchandise purchased from Secured
Party now or hereafter acquired and held for sale or lease or
furnished or to be furnished under contract of services, and
all proceeds of the foregoing (all hereinafter called
inventory), and all equipment and proceeds thereof including
any and all additions, accessions, or substitutions; proceeds
	 
	 	 	 	 	 	 	 	 
	SAI Orlando CS, LLC, f/k/a Sonic-North Cadillac, Inc., d/b/a Massey Cadillac, Massey Saab of Orlando
	Florida Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The Valvoline Company, a division of Ashland
Inc.

	 	09/08/2006
	 	 	200603608203	 	 	Leased Equipment  — Fluid pumping equipment
	 
	 	 	 	 	 	 	 	 
	SAI Tulsa T, LLC, f/k/a Sonic-Oklahoma T, Inc., d/b/a Riverside Toyota, Riverside Scion
	Oklahoma Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	J.D. Young Leasing, LLC

	 	10/30/2008
	 	 	E2008012366836	 	 	Leased Equipment — 2 — PHSI Black Water Systems s/n
0650202857 and 0736207610
	Sonic Automotive-1720 Mason Ave., DB, Inc.
	Florida Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	06/23/2006
	 	 	200602981172	 	 	All debtors inventory or merchandise purchased from Secured
Party now or hereafter acquired and held for sale or lease or
furnished or to be furnished under contract of services, and
all proceeds of the foregoing (all hereinafter called
inventory), and all equipment and proceeds thereof including
any and all additions, accessions, or substitutions; proceeds






Schedule 7.01 — Page 14









 





     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Sonic Automotive-1720 Mason Ave., DB, LLC, d/b/a Mercedes-Benz of Daytona Beach
	Florida Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz of North America, Inc.

	 	01/04/1999
	 	 	990000001662-8	 	 	Motor vehicles, parts and accessories for which payment has not
been received by Mercedes-Benz North America, Inc. in
accordance with the provisions of the Mercedes-Benz Deal
Agreement
	 
	 	 	 	 	 	 	 	 
	Amendment: Change additional debtor d/b/a from 

Higgenbothem Automobiles

	 	06/30/2000
	 	 	200000151617-6	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	11/10/2003
	 	 	200305418988	 	 	 
	 
	Amendment: Continuation

	 	09/25/2008
	 	 	200809230362	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Automotive 2752 Laurens Rd., Greenville, Inc., d/b/a Century BMW, Century MINI
	South Carolina Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Compass Bank d/b/a Commercial Billing Service

	 	10/01/1998
	 	 	981001-091107A	 	 	All present and future accounts and general intangibles
purchased by or transferred to the secured party pursuant to
that certain agreement between debtor and secured party as now
or hereafter in effect; all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amount oat any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/14/2003
	 	 	030714-1246220	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/16/2008
	 	 	080716-0906202	 	 	 






Schedule 7.01 — Page 15









 




     




	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	BMW of North America LLC

	 	08/05/2002
	 	020805-1140573
	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Delete debtor d/b/a

	 	10/27/2005
	 	051027-1204584	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/22/2007
	 	070522-1229389	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	08/19/2009
	 	090819-1248279	 	 
	 
	 	 	 	 	 	 
	Sonic Automotive-4701 I-10 East, TX, LP, d/b/a Baytown Ford
	Texas Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Ford Motor Company

	 	11/28/2005
	 	05-0036354400
	 	New, used and demonstrator vehicles, tractors, trailers,
semi-trailers and truck and camper bodies, and other goods
which are inventory or equipment on or held for lease, rental
or sale, together with goods with manufacturer’s certificates
and certificates of title or ownership on or held for lease,
rental or sale, and all accessions thereto, pursuant to a
Rent-A-Car System and Lease Agreement between Secured Party and
Debtor; manufacturer’s certificates and Certificates of Title,
ownership, or origin and all accessories and replacement parts
of any of the above; all accounts, instruments, chattel papers,
lease rentals, contract rights, documents, general intangibles
and supporting obligations thereto.
	 
	 	 	 	 	 	 
	Sonic Automotive 5260 Peachtree Industrial Blvd., LLC, d/b/a Dyer and Dyer Volvo, Volvo at Gwinnett Place
	Georgia Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank

	 	10/01/1987
	 	87-9976
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in






Schedule 7.01 — Page 16









 





     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	 	 	connection with said agreement) or in the possession of secured party
	Amendment: Change S/P from Central Bank of the
South dba Commercial Billing Service

	 	07/29/1997
	 	 	044-1997-007559	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/29/1997
	 	 	044-1997-007560	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name to Sonic
Automotive, Inc. from Dyer & Dyer Inc.

	 	05/20/1998
	 	 	044-1998-005201	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Add additional Debtor address

	 	09/29/1999
	 	 	044-1999-008249	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Add additional Debtor address

	 	03/03/2000
	 	 	044-2000-002232	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name from Sonic 

Automotive

	 	08/20/2001
	 	 	044-2001-006054	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/18/2002
	 	 	044-2002-003612	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/06/2007
	 	 	044200702639	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Automotive-9103 E. Independence, NC, LLC, d/b/a Infiniti of Charlotte
	North Carolina Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Infiniti Financial Services, a division of
Nisan Motor Acceptance Corporation

	 	12/04/2007
	 	 	20070113213A	 	 	Signs, together with all related materials, tools, parts,
fittings, supports, fixings, attachments, illumination,
electrical cables, connections and equipment, and concrete
foundations
	 
	 	 	 	 	 	 	 	 
	Sonic Automotive of Chattanooga, LLC, d/b/a BMW of Chattanooga
	Tennessee Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	10/28/2002
	 	 	302-060389	 	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like)






Schedule 7.01 — Page 17









 





     




	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	11/21/2006
	 	206-073733	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	07/24/2007
	 	107-039829	 	 
	 
	 	 	 	 	 	 
	Sonic Automotive of Nashville, LLC, d/b/a BMW of Nashville, MINI of Nashville, Sonic Automotive Body Shop
	Tennessee Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	10/12/1998
	 	982-085571
	 	All present and future accounts and general intangibles
purchased by or transferred to the secured party pursuant to
that certain agreement between debtor and secured party as now
or hereafter in effect; all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amount oat any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 
	Amendment: Add Debtor address

	 	03/26/1999
	 	993-016437	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	07/08/2003
	 	103-029596	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	07/16/2008
	 	208-035771	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	10/28/2002
	 	302-060387
	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	07/23/2007
	 	107-039469	 	 
	 
	 	 	 	 	 	 
	Sonic Automotive of Texas, L.P., d/b/a Lone Star Ford
	Texas Secretary of
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Danka Financial Services

	 	09/26/2001
	 	02-0004414813
	 	Leased copier






Schedule 7.01 — Page 18









 





     





	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	09/19/2006
	 	06-00312562	 	 
	 
	 	 	 	 	 	 
	Jones Oil, Inc.
(filed under Debtor d/b/a)

	 	06/08/2005
	 	05-0017911054
	 	TMS-800 one hose mech. Fuel console; White tucker tuthill pulser
	 
	 	 	 	 	 	 
	Ford Motor Company

	 	12/08/2005
	 	05-0037542177
	 	New, used and demonstrator vehicles, tractors, trailers,
semi-trailers and truck and camper bodies, and other goods
which are inventory or equipment on or held for lease, rental
or sale, together with goods with manufacturer’s certificates
and certificates of title or ownership on or held for lease,
rental or sale, and all accessions thereto, pursuant to a
Rent-A-Car System and Lease Agreement between Secured Party and
Debtor; manufacturer’s certificates and Certificates of Title,
ownership, or origin and all accessories and replacement parts
of any of the above; all accounts, instruments, chattel papers,
lease rentals, contract rights, documents, general intangibles
and supporting obligations thereto.
	 
	 	 	 	 	 	 
	Sonic-2185 Chapman Rd., Chattanooga, LLC, d/b/a Economy Honda Cars, Economy Honda Superstore
	Tennessee Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	08/30/2001
	 	301-095978
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	Amendment: Continuation

	 	05/03/2006
	 	306-125297	 	 
	 
	 	 	 	 	 	 
	Sonic-Calabasas A, Inc., d/b/a Acura 101 West
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bancorp

	 	01/30/2006
	 	06-7057036509
	 	Leased Equipment — New vehicle lease desking module , 1
desking module network seat
	 
	 	 	 	 	 	 
	US Bancorp

	 	02/20/2007
	 	07-7103274091
	 	Leased Equipment — Optiplex 74519 ELO Flat Panel monitor
desking module
	 
	 	 	 	 	 	 
	US Bancorp

	 	02/19/2008
	 	08-7147676470
	 	2 Optiplex 745; 2 15” flat panel; 1 network seat, custom SW
desking module
	 
	 	 	 	 	 	 
	Sonic-Calabasas M, Inc., d/b/a Mercedes-Benz of Calabasas
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	07/31/2007
	 	07-7124004691
	 	New motor vehicles, parts and accessories for which payment has
not been received by Mercedes-Benz USA LLC, in accordance with
the provisions of the Mercedes-Benz Dealer Agreements






Schedule 7.01 — Page 19









 





     





	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Sonic-Camp Ford, L.P.
	 	 	 	 	 	 	 	 
	Texas Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dept. of Treasury — IRS

	 	06/12/2006
	 	 	06-0020027289	 	 	Federal tax lien in the amount of $11,165.91
	 
	 	 	 	 	 	 	 	 
	Sonic-Capitol Cadillac, Inc., d/b/a Capitol Cadillac, Capitol Hummer
	Michigan Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	07/08//1986
	 	 	8820392	 	 	Equipment on loan — fluid pumping equipment
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	02/13/1991
	 	 	C447574	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/12/1996
	 	 	D052125	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/26/2001
	 	 	D737599	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	03/14/2006
	 	 	2006045178-2	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	04/19/2006
	 	 	2006070892-7	 	 	Fluid pumping equipment
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	06/10/2009
	 	 	2009085838-6	 	 	Equipment on loan — 1 RM74900 Refurb 74000 machine
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	06/26/2009
	 	 	2009095738-6	 	 	Equipment on loan — 2 WO401 Enviropurge Adapter IT; 2 W31501
S-Tool; 2 RM4000 Enviropurge unit; 1 M75500 machine power
steering
	 
	 	 	 	 	 	 	 	 
	Sonic-Carson F, Inc., d/b/a Don Kott Ford
	California Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	09/11/2002
	 	 	0225460680	 	 	Leased computer system
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	04/26/2007
	 	 	07-71117202	 	 	 







Schedule 7.01 — Page 20











 




     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Sonic-Carson LM, Inc., d/b/a Don Kott Lincoln Mercury

California Secretary of State	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ford Motor Company

	 	05/09/2002
	 	 	0213060440	 	 	New, used and demonstrator motor vehicles, tractors, trailers,
semi-trailers and truck and camper bodies, and other goods
which are inventory or equipment on or held for lease, rental
or sale, together with goods with manufacturer’s certificates
and certificates of title or ownership on or held for lease,
rental or sale, and all accessions thereto, pursuant to a
Rent-A-Car System and Lease Agreement between secured party and
debtor; manufacturer’s certificates and certificates of title,
ownership or origin and all accessories and replacement parts
of any of the above; all accounts, instruments, chattel paper,
lease rentals, contract rights, documents, general intangibles
and supporting obligations
	Amendment: Change S/P address

	 	09/12/2005
	 	 	05-70410070	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/04/2007
	 	 	07-70975818	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Development, LLC

North Carolina Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation 

(Additional debtor: Arngar, Inc.)

	 	12/30/2004
	 	 	20040125442F	 	 	Leased Equipment — Service Department air systems, Body Shop
vehicle lifts, Body Shop paint booth equipment, Frame
straightening equipment; Body Shop general equipment, Parts
Department equipment
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	12/30/2004
	 	 	20040125446K	 	 	Leased Equipment — Service Department air systems, Service
Department vehicle lifts, Service Department lube system,
Service Department exhaust systems; General shop equipment,
Wheel service and alignment equipment, Transmission equipment,
Air conditioning equipment, Vertical Lift equipment, Parts
Department equipment
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	12/30/2004
	 	 	20040125452G	 	 	Leased Equipment — Service Department air systems, Service
Department vehicle lifts, Service Department lube system,
Service Department exhaust systems; General shop equipment,
Wheel service and alignment equipment, Parts Department
equipment
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	12/30/2004
	 	 	20040125453H	 	 	Leased Equipment — Service Department air systems, Service
Department vehicle lifts, Service Department lube system,
Service Department exhaust systems; General shop equipment,
Tune-up/electrical equipment, Wheel service and alignment
equipment, Parts Department equipment
	General Electric Capital Corporation 

(Additional debtor: Sonic-Harbor City H, Inc.)

	 	12/30/2004
	 	 	20040125454J	 	 	Leased Equipment — Service Department air systems, Service
Department vehicle lifts, Service Department lube system,
Service Department exhaust systems; General shop equipment,
Tune-up/electric equipment, Air






Schedule 7.01 — Page 21



 









 




     




	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	conditioning equipment, Brake
service equipment, Wheel service and alignment equipment,
Transmission equipment, Engine service equipment, Washing
equipment, Parts Department equipment
	 
	 	 	 	 	 	 
	General Electric Capital Corporation 

(Additional debtor: Wrangler Investments, Inc.)

	 	12/30/2004
	 	20040125458B
	 	Leased Equipment — Service Department air systems, Service
Department vehicle lifts, Service Department lube system,
Service Department exhaust systems; General shop equipment,
Wheel service and alignment equipment, Engine service
equipment, Roll Over car wash equipment, Parts Department
equipment
	 
	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc.

(Additional debtor: Sonic-Stevens Creek B, Inc.)

	 	01/03/2005
	 	20050000489K
	 	Leased Equipment — Service Department air systems, Service
Department vehicle lifts, Service Department lube system,
Service Department exhaust systems; General shop equipment,
Tune-up/electric equipment, Air conditioning equipment, Brake
service equipment, Wheel service and alignment equipment,
Transmission equipment, Engine service equipment, Washing
equipment, Parts Department equipment
	 
	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc.

(additional debtor Arngar, Inc.)

	 	11/02/2005
	 	20050105391H
	 	Leased Equipment — covered by that certain Lease Schedule 13
dated to Master Lease No. CML-0877-F dated 7/26/04 between
Celtic Leasing and Lessee
	 
	 	 	 	 	 	 
	Pullman Bank and Trust Company

	 	11/02/2005
	 	20050105396B
	 	Leased equipment — covered by that certain Lease Schedule 13
dated to Master Lease No. CML-0877-F dated 7/26/04 between
Celtic Leasing and Lessee
	 
	 	 	 	 	 	 
	Amendment: Restate collateral

	 	12/21/2005
	 	20050121956B	 	 
	 
	 	 	 	 	 	 
	Amendment: Assignment from Celtic Leasing Corp.

	 	12/27/2005
	 	20050122513B	 	 
	 
	 	 	 	 	 	 
	Sonic-Fort Worth T, L.P., d/b/a Toyota of Fort Worth, Scion of Fort Worth

Texas Secretary of State
	 
	 	 	 	 	 	 
	Ervin Leasing Company

	 	10/08/2007
	 	07-0034473311
	 	Leased Equipment — Mobile Mini 8x20 open bay security office
2007 model s/n JS20U4W0143
	 
	 	 	 	 	 	 
	Sonic-Frank Parra Autoplex, L.P., d/b/a Frank Parra Chevrolet, Frank Parra Chrysler Jeep, Frank Parra Chrysler Jeep Dodge

Texas Secretary of State
	 
	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	07/10/2006
	 	06-0023158732
	 	Purchase Money Security Agreement covering: all of debtors
inventory or merchandise purchased from American Tire
Distributors now or hereafter acquired and held for sale or
lease or furnished under contract of service, and all proceeds
of the foregoing (all hereinafter called inventory), and all
equipment and proceeds thereof including any and all additions,
accessions, or substitutions thereof. (x) Proceeds of the
collateral are also covered.
	 
	 	 	 	 	 	 
	Sonic-Harbor City H, Inc., d/b/a Carson Honda	 	 	 	 






Schedule 7.01 — Page 22



 









 





     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	California Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	12/29/2004
	 	 	04-7010253496	 	 	Leased Equipment — Service Department air systems; Shop
Equipment; Service Department vehicle lifts; Service Department
lubrication system; Service Department exhaust system; General
shop equipment; Air conditioning equipment; Brake Service
equipment; Wheel Service/Alignment equipment; Transmission
equipment; Engine Service equipment; Washing equipment; Parts
Department equipment
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc. 
 11/01/2005
(additional debtor Sonic-Stevens Creek B, Inc.)	 	 	05-7047448938	 	 	Leased Equipment — covered by that certain Lease Schedule 13
dated to Master Lease No. CML-0877-F dated 7/26/04 between
Celtic Leasing and Lessee
	 
	 	 	 	 	 	 	 	 
	Sonic-Lloyd Nissan, Inc., d/b/a Lloyd Nissan, Lloyd Automotive

Florida Secretary of State	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Nissan Motor Acceptance Corporation

	 	03/04/2004
	 	 	200406349035	 	 	Signs, together with all related materials, tools, parts,
fittings, supports, fixings, attachments, illumination,
electrical cables, connections and equipment, and concrete
foundations
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P information

	 	11/14/2006
	 	 	200604141589	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P information

	 	01/09/2008
	 	 	200807387140	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	10/07/2008
	 	 	200809311389	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-Manhattan Fairfax, Inc., d/b/a BMW of Fairfax

Virginia Secretary of State	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	09/27/1999
	 	 	990927-7803	 	 	All unpaid BMW Motor Vehicles, including BMW automobiles and
motorcycles, warranty advances, holdbacks, incentives, warranty
credits, parts and accessories that are manufactured or sold by
Bayerische Motoren Werks AG and/or BMW of North America, Inc.
and or bear trademarks of BMW, all accessions and additions
thereto and all proceeds of any of the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/09/2004
	 	 	040709-7310-4	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	07/14/2005
	 	 	050714-7028-8	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Delete d/b/a as additional debtor

	 	07/14/2005
	 	 	050714-7026-4	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral

	 	12/28/2005
	 	 	051228-7173-5	 	 	A purchase money security interest
in all unpaid BMW motor vehicles, 






Schedule 7.01 — Page 23



 









 





     





	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	01/25/2007
	 	070125-7270-6	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	09/22/2008
	 	080922-7434-6	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	06/08/2009
	 	090608-7646-5	 	 
	 
	 	 	 	 	 	 
	Sonic-Mesquite Hyundai, L.P., d/b/a Philpott Chevrolet, Mesquite Hyundai

Texas Secretary of State
	 
	 	 	 	 	 	 
	The Valvoline Company/ a division of Ashland,
Inc.

	 	01/31/2006
	 	06-0003399797
	 	1 — Alemite 3620 elec meter; 1 — Alemite 8078 D Reel; 1 —
Buffalo OV275 Gal Tank; 1 — EBS Brake Flush Machine; 1 —
Graco 203-876 Lubt Pump; 1 — Hydro 3856 3-button dilution
machine; 1 — NS 1208 G.O. Pump w/Meter; 1 — Sellers #290 Cat
Pressure Washer
	 
	 	 	 	 	 	 
	Sonic Momentum B, L.P., d/b/a Momentum BMW, Momentum MINI, Momentum Collision Center

Texas Secretary of State
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	09/24/2004
	 	04-0082933655
	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired






Schedule 7.01 — Page 24




 











 



     



	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	04/20/2009
	 	09-00112142	 	 
	 
	 	 	 	 	 	 
	Sonic-Newsome of Florence, Inc., d/b/a Newsome Automotive (Mercedes), Imports of Florence (BMW), Newsome Chevrolet, Capitol Chevrolet of Florence

South Carolina Secretary of State
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	03/29/2000
	 	000329-101319A	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 
	 	 	 	 
	Amendment: Delete Debtor d/b/a Imports of
Florence

	 	03/18/2005
	 	050318-1140292	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	03/18/2005
	 	050318-1141077	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	03/18/2005
	 	050318-1142012	 	 
	 
	 	 	 	 	 	 
	Amendment: Restate collateral

	 	01/17/2006
	 	060117-1205163
	 	A Purchase Money Security Interest in all unpaid BMW motor
vehicles, including but not limited to BMW automobiles, sports
activity vehicles/light trucks, motorcycles, tools, special
tools, equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and accessories, Lifestyle
products and gift articles that are manufactured or sold by
Bayerische Motoren Werks AG and/or BMW of North America LLC
(collectively “BMW”) and/or bear trademarks of BMW, all
accessions and additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a security
interest in and right to set off with respect to all credits
and rights to payments held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to all of the
foregoing whether now owned or hereafter acquired.
	 
	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	02/23/2001
	 	010223-134301A
	 	Motor vehicles, parts and accessories for which payment has not
been received by Mercedes-Benz USA, LLC in accordance with the
provisions of the Mercedes-Benz Retailer Agreement






Schedule 7.01 — Page 25



 









 





     





	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	02/15/2006
	 	 	060215-1348517	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-Plymouth Cadillac, Inc., d/b/a Don Massey Cadillac

Michigan Secretary of State
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	06/30/2004
	 	 	2004132905-7	 	 	Equipment on loan: 1 SP Tank custom sized .5;
1 PC275 gallon tank; 120 ft. 5/8” steel tubing; 2 P6-6 H hose
6’x3/8” air; 2 P6-6 hose 6’x3/8” air; 10 6C2ATRL 3/8” gates
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/06/2009
	 	 	2009002019-1	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-Richardson F., L.P., d/b/a North Central Ford

Texas Secretary of State
	 
	 	 	 	 	 	 	 	 
	Ford Motor Company

	 	01/11/2001
	 	 	01-005683	 	 	All motor vehicles together with all equipment and accessories
thereto, including all current and after acquired motor
vehicles, held as inventory on lease or rental; or held for
lease, rental or sale, pursuant to a Rent-A-Car System and
Lease Agreement between secured party and debtor
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	11/29/2005
	 	 	05-00364473	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change debtor information

	 	11/29/2005
	 	 	05-00364481	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P address

	 	11/29/2005
	 	 	05-00364486	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Santa Monica M, Inc., d/b/a W.I. Simonson

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	06/02/2005
	 	 	05-7029278010	 	 	Motor vehicles, parts and accessories for which payment has not
been received by Mercedes-Benz USA, LLC in accordance with the
provisions of the Mercedes-Benz Dealer Agreement
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz


(filed under Debtor d/b/a [Inc.])

	 	11/04/2002
	 	 	0230960824	 	 	Motor vehicles, parts and accessories for which payment has not
been received by Mercedes-Benz North America, Inc. in
accordance with the provisions of the Mercedes-Benz Deal
Agreement
	 
	 	 	 	 	 	 	 	 
	Sonic-Santa Monica S, Inc., d/b/a Santa Monica Subaru

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	Reyna Capital Corporation

	 	12/14/2006
	 	 	06-7095551785	 	 	Leased Equipment — Computer equipment and software






Schedule 7.01 — Page 26



 









 





     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Sonic-Stevens Creek B, Inc., f/k/a Don Lucas International, Inc., d/b/a Stevens Creek BMW

California Secretary of State
	 
	BMW of North America, Inc.

	 	01/31/2000
	 	 	0003360313	 	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity
vehicles/light trucks, motorcycles, MINI vehicles, tools,
special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories,
Lifestyle products and gift articles that are manufactured or
sold by Bayerische Motoren Werks AG and/or BMW of North
America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing,
including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for
the account of debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	01/30/2001
	 	 	01031C0242	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	11/23/2004
	 	 	04-70065566	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name from f/k/a

	 	11/23/2004
	 	 	04-70065565	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	03/07/2005
	 	 	05-70182663	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P address

	 	05/10/2005
	 	 	05-70282350	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral

	 	05/10/2005
	 	 	05-70262352	 	 	A Purchase Money Security Interest in all unpaid BMW motor
vehicles, including but not limited to BMW automobiles, sports
activity vehicles/light trucks, motorcycles, tools, special
tools, equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and accessories, Lifestyle
products and gift articles that are manufactured or sold by
Bayerische Motoren Werks AG and/or BMW of North America LLC
(collectively “BMW”) and/or bear trademarks of BMW, all
accessions and additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a security
interest in and right to set off with respect to all credits
and rights to payments held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to all of the
foregoing whether now owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Delete Debtor d/b/a

	 	12/01/2005
	 	 	05-70503928	 	 	 






Schedule 7.01 — Page 27



 









 




     





	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Change Debtor information

	 	02/26/2009
	 	09-71889092	 	 
	 
	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc.

	 	12/30/2004
	 	04-7010510159
	 	Leased Equipment — Service Department air systems; Service
Department vehicle lifts; Service Department lube system;
Service Department exhaust system; General shop equipment; Tune
up/Electrical equipment; Air conditioning equipment; Brake
service equipment; Wheel Service/Alignment equipment;
Transmission equipment; Engine Service equipment; Washing
equipment; Parts Department equipment
	 
	 	 	 	 	 	 
	Pullman Bank and Trust Company

	 	11/01/2005
	 	05-7047444994
	 	Leased Equipment — Car wash equipment covered by that certain
Lease Schedule No. 12 dated to Master Lease No. CML-0877-F
dated 7/26/04 between Celtic Leasing and Lessor
	 
	 	 	 	 	 	 
	Amendment: Restate collateral

	 	12/20/2005
	 	05-70527433	 	 
	 
	 	 	 	 	 	 
	Amendment: Assignment from Celtic Leasing Corp.

	 	 12/27/2005
	 	05-70531750	 	 
	 
	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc.

	 	11/01/2005
	 	05-7047448938
	 	Leased Equipment — covered by that certain Lease Schedule No.
13 dated to Master Lease No. CML-0877-F dated 7/26/04 between
Celtic Leasing and Lessor
	 
	 	 	 	 	 	 
	Sonic-Stone Mountain T, L.P., d/b/a Stone Mountain Toyota, Stone Mountain Scion

Georgia Secretary of State
	 
	 	 	 	 	 	 
	Greenepointe Funding L.C.
(filed under Debtor d/b/a Stone Mountain Toyota)

	 	02/02/2005

	 	044-2005-000633
	 	22 pagers and related equipment
	 
	 	 	 	 	 	 
	Sonic Tysons Corner Infiniti, Inc., d/b/a Infiniti of Tysons Corner

Virginia State Corporation Commission
	 
	 	 	 	 	 	 
	Infiniti Financial Services, a division of
Nissan Motor Acceptance Corporation

	 	05/20/2008
	 	080520-7396-2
	 	Signs, together with all related materials, tools, parts,
fittings, supports, footings, attachments, documentation,
electrical cables, connections and equipment, and concrete
foundations
	 
	 	 	 	 	 	 
	Sonic Walnut Creek M, Inc., f/k/a Sonic-Dublin M, Inc., d/b/a Mercedes-Benz of Walnut Creek

California Secretary of State
	 
	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	03/16/2006
	 	06-7062844976
	 	Motor vehicles, parts and accessories for which payment has not
been received by Mercedes-Benz USA LLC, in accordance with the
provisions of the Mercedes-Benz Dealer Agreements
	 
	 	 	 	 	 	 
	Sonic-West Covina T., Inc., d/b/a West Covina Toyota, West Covina Scion

California Secretary of State
	 
	 	 	 	 	 	 
	Lakeland Bank Equipment Leasing Division

	 	07/26/2007
	 	07-7123514020
	 	Leased Equipment — Market Scan System






Schedule 7.01 — Page 28




 











 



     




	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Sonic-Williams Cadillac, Inc., d/b/a Tom Williams Cadillac

Alabama Secretary of State	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Services

	 	08/08/2002
	 	B02-0660273FS
	 	All present and future accounts and general intangibles
purchased by or transferred to secured party pursuant to that
certain agreement between debtor and secured party as now or
hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor with secured party
(including all amounts at any time owing to debtor by secured
party in connection with said agreement) or in the possession
of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	05/07/2007
	 	B02-0660273CS
	 	 
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	12/30/2004
	 	B05-0000179 FS
	 	Leased Equipment — Service Department air systems; Service
Department vehicle lifts; Service Department lube system;
Service Department exhaust system; General shop equipment;
Wheel Service and alignment equipment; Parts Department
equipment
	 
	 	 	 	 	 	 	 	 
	Pullman Bank and Trust Company

	 	11/02/2005
	 	B05-0818139FS
	 	Leased Equipment — all equipment and personal property covered
by that certain Lease Schedule No. 12 dated to Master Lease No.
CML-0877-F dated 7/26/04 between Celtic Leasing Corp. and
Debtor
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral

	 	12/29/2005
	 	B05-0818139AM
	 	Add detail of locations of leased equipment
	 
	 	 	 	 	 	 	 	 
	Amendment: Assignment from Celtic Leasing Corp
to Pullman Bank and Trust Company

	 	12/29/2005
	 	B05-0818139AS
	 	 
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Equipment Finance, Inc.

(additional debtors Sonic-Williams Imports,
Inc. and Sonic-Williams Motors, Inc.))

	 	11/02/2005
	 	B05-0818151FS
	 	Leased Equipment — all equipment and personal property covered
by that certain Lease Schedule NO. 13 dated to Master Lease No.
CML-0877-F dated 7/26/04 between Celtic Leasing Corp. and
Debtor
	 
	 	 	 	 	 	 	 	 
	Town and Country Ford, Incorporated

North Carolina Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ford Motor Company

	 	11/26/1985
	 	0167802	 	 	All motor vehicles together with all equipment and accessories
thereto, including all current and after acquired motor
vehicles, held as inventory on lease or rental; or held for
lease, rental or sale, pursuant to a Rent-A-Car System and
Lease Agreement between secured party and debtor
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	06/05/1990
	 	0685748	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	06/02/1995
	 	1231697	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	05/30/2000
	 	2000055011	 	 	 






Schedule 7.01 — Page 29



 









 





     




	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Change debtor information

	 	09/26/2005
	 	20050091602G	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P address

	 	09/26/2005
	 	20050091601F	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	09/26/2005
	 	20050091607A	 	 
	 
	 	 	 	 	 	 
	American Express Business Finance Corporation

	 	03/18/2002
	 	20020032486H
	 	Leased equipment
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	03/13/2007
	 	20070024866G	 	 






Schedule 7.01
— Page 30




 











 





SCHEDULE 7.03




EXISTING INDEBTEDNESS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original Principal	 	 	Principal Balance	 	 	 	 
	Description	 	Creditor	 	 	Balance	 	 	as of 12/31/09	 	 	Maturity Date	 
	Advantage Lease Holdings*
	 	iStar Financial	 	$	8,213,445	 	 	$	5,552,703	 	 	 	09/01/2016	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Richmond Lease Holdings*
	 	iStar Financial	 	$	5,622,157	 	 	$	3,648,897	 	 	 	11/01/2015	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Momentum Lease Holdings*
	 	iStar Financial	 	$	12,735,033	 	 	$	8,312,886	 	 	 	12/01/2015	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capital
Lease — Concord Toyota Facility
	 	1090 Concord 

Associates, LLC	 	$	6,514,841	 	 	$	6,096,298	 	 	 	12/01/2025	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capital
Lease — Audi Diagnostic Machine
	 	ISDC Holdings	 	$	7,450	 	 	$	2,681	 	 	 	12/01/2010	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capital Lease — Phone System
	 	GE Capital	 	$	2,770	 	 	$	7,586	 	 	 	04/01/2012	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capital Lease — Fork Lift
	 	Wells Fargo	 	$	13,728	 	 	$	7,869	 	 	 	12/01/2011	 








 




			
	* 	 	Indicates indebtedness constituting “Falcon Indebtedness”





Schedule 7.03 — Page 1





 









 












SCHEDULE 10.02




ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES




BORROWER:




Sonic Automotive, Inc.

6415 Idlewild Road, Suite 109

Charlotte, North Carolina 28212

Attention: Stephen K. Coss and Greg Young

Telephone:      704-566-2420 and 704-566-2489

Facsimile:      704-927-3412 and 704-566-2480

Email:       steve.coss@sonicautomotive.com and greg.young@sonicautomotive.com

Website Address: www.sonicautomotive.com

U.S. Taxpayer ID Number: 56-2010790




ADMINISTRATIVE AGENT:



 For Payments and Requests for Credit Extensions:




Bank of America, N.A.

101 North Tryon Street

Mail Code: NC1-001-04-39

Charlotte, North Carolina 28255

Attention:       Jelani S. Ford

Telephone:       980-386-7637

Facsimile:       704-719-8266

Email:       jelani.s.ford@bankofamerica.com




Wire Instructions:




Bank of America, N. A.

New York, New York

ABA Number:       026009593

Account Name:      Bank of America Credit Services

Account Number: 136-621-225-0600

Reference:       Sonic Automotive, Inc.




Schedule 10.02 — Page 1





 









 








For Credit Related Matters:




Bank of America, N.A.

100 N. Westshore Boulevard

Mail Code: FL2-399-02-05

Tampa, Florida 33609

Attention:      Kenneth W. Winston

Telephone:      813-384-3638

Facsimile:      800-851-6341

Email:        kenneth.winston@baml.com




with copy to:




Bank of America, N.A.

800 Hingham Street

Mail Code: MA1-600-01-01

Rockland, Massachusetts 02370

Attention:      M. Patricia Kay

Telephone:      781-878-2109

Facsimile:      781-878-1136

Email:       patty.kay@baml.com




Other Notices/Deliveries to Administrative Agent:




Bank of America, N.A.

231 South LaSalle Street

Mail Code: IL1-231-10-41

Chicago, Illinois 60604

Attention:       Anne M. Zeschke

Telephone:       312-828-4900

Facsimile:       877-206-1771

Email:       anne.m.zeschke@bankofamerica.com




LETTER OF CREDIT ISSUERS:




BANK OF AMERICA, N.A.



1000 W. Temple Street

Mail Code: CA9-705-07-05

Los Angeles, California 90012-1514

Attention:       Bolivar G. Carrillo

Telephone:       213-481-7842

Facsimile:       213-457-8841

Email:       bolivar.carrillo@bankofamerica.com




Schedule 10.02 — Page 2





 









 








WELLS FARGO BANK, NATIONAL ASSOCIATION




401 Linden Street

Winston-Salem, North Carolina 27101

Attention:       Domestic Trade Operations — Standby
Letters of Credit Centers of Excellence

Telephone:       800-776-3862 option 2

Facsimile:       336-735-0590

Email:       amy.walton1@wachovia.com




SWING LINE LENDER:




BANK OF AMERICA, N.A.



101 North Tryon Street

Mail Code: NC1-001-04-39

Charlotte, North Carolina 28255

Attention:       Jelani S. Ford

Telephone:       980-386-7637

Facsimile:       704-719-8266

Email:        jelani.s.ford@bankofamerica.com




Schedule 10.02 — Page 3






 









 








EXHIBIT A




FORM OF COMMITTED LOAN NOTICE




Date:
                    ,      




	 	 	 
	To:	 	Bank of America, N.A., as Administrative Agent






Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated 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 Sonic Automotive, Inc., a Delaware corporation (the “Company”), the Lenders
from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender
and an L/C Issuer, and Wells Fargo Bank, National Association, as an L/C Issuer.



     The undersigned hereby requests (select one):



     o A Borrowing of Committed Loans



     o A conversion of Committed Loans




	 	1.	 	On
                     (a Business Day).
	 
	 	2.	 	In the amount of $                    .





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	Comprised of
	 	  

	 	 
	 

	 	 	 	 	 	 	 	[Type of Committed Loan requested]	 	 






     The Committed Borrowing, if any, requested herein complies with the provisos to the first
sentence of Section 2.01 of the Credit Agreement.



	 	 	 	 	 
	 	SONIC AUTOMOTIVE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Form of Commited Loan Notice




A-1









 








EXHIBIT B




FORM OF SWING LINE LOAN NOTICE




Date:
                    ,      




	 	 	 
	To:
	 	Bank of America, N.A., as Swing Line Lender

	 	 	Bank of America, N.A., as Administrative Agent






Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated 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 Sonic Automotive, Inc., a Delaware corporation (the “Company”), the Lenders
from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender
and an L/C Issuer, and Wells Fargo Bank, National Association, as an L/C Issuer.



     The undersigned hereby requests (select one):



     o A Swing Line Borrowing



     o A conversion of Swing Line Loans




	 	1.	 	On
                     (a Business Day).
	 
	 	2.	 	In the amount of $                    .





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	Comprised of
	 	  

	 	 
	 

	 	 	 	 	 	 	 	[Type of Swing Line Loan requested]	 	 






     The Swing Line Borrowing, if any, requested herein complies with the requirements of the
provisos to the first sentence of Section 2.04(a) of the Credit Agreement.



	 	 	 	 	 
	 	SONIC AUTOMOTIVE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Form of Swing Line Loan Notice






B-1









 








EXHIBIT C




FORM OF NOTE




                    





     FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to
                or registered assigns (the “Lender”), in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from
time to time made by the Lender to the Company under that certain Amended and Restated 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, the Lenders from time to time party
thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and
Wells Fargo Bank, National Association, as an L/C Issuer.



     The Company promises to pay interest on the unpaid principal amount of each Loan from the date
of such 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 2.04(f) of
the Credit Agreement with respect to 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 Subsidiary Guaranty 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. 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
Loans and payments with respect thereto.



     The 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.




Form of Note






C-1









 








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



	 	 	 	 	 
	 	SONIC AUTOMOTIVE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Form of Note






C-2 









 








LOANS AND PAYMENTS WITH RESPECT THERETO




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


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  

	  


	 	  

	 	  

	 	  

	 	  

	 	  

	 	  







Form of Note







C-3









 








EXHIBIT D




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified
in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]2
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including, without limitation, the Letters of Credit or the Swing
Line Loans included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in
its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the][an] “Assigned Interest”). Each such sale and assignment is without recourse
to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by [the][any] Assignor.



	 	 	 	 	 	 	 
	1.

	 	Assignor[s]:
	 	  

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	  
	 	 







 




			
	1	 	For bracketed language here and elsewhere in
this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from
multiple Assignors, choose the second bracketed language.
	 
	2	 	Include bracketed language if there are
either multiple Assignors or multiple Assignees.






Form of Assignment and Assumption







D-1









 








	 	 	 	 	 	 	 
	2.

	 	Assignee[s]:
	 	  

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	  
	 	 
	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]







	3.	 	Borrower or the Company: Sonic Automotive, Inc., a Delaware corporation
	 
	4.	 	Administrative Agent:Bank of America, N.A., as the administrative agent under the
Credit Agreement
	 
	5.	 	Credit Agreement: Amended and Restated Credit Agreement, dated as of January 15, 2010
among Sonic Automotive, Inc., a Delaware corporation, the Lenders from time to time party thereto,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and Wells
Fargo Bank, National Association, as an L/C Issuer.









	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Aggregate	 	Amount of	 	Percentage	 	 
	 	 	 	 	Amount of Commitment	 	Commitment	 	Assigned of	CUSIP
	Assignor[s]3	 	Assignee[s]4	for all Lenders*	Assigned*	Commitment5	Number
	 

	 	 	 	$                    
	 	$                    
	 	                    %
	 	 
	 

	 	 	 	$                    
	 	$                    
	 	                    %	 	 
	 

	 	 	 	$                    
	 	$                    
	 	                    %	 	 







	[7.	 	Trade Date:                       ] 6




Effective Date:           , 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]






 




			
	3	 	List each Assignor, as appropriate.
	 
	4	 	List each Assignee, as appropriate.
	 
	*  	 	Amount to be adjusted by the counterparties
to take into account any payments or prepayments made between the Trade Date
and the Effective Date.
	 
	5	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.
	 
	6	 	To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.






Form of Assignment and Assumption





D-2









 








     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR





[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	ASSIGNEE





[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


[Consented to and] 7 Accepted:



BANK OF AMERICA, N.A., as

     Administrative Agent [, an L/C Issuer and
Swing Line Lender




	 	 	 	 	 
	By:  	 	 
	 	Title: 	 
	 	 	 
	 


[Consented to:]8




	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCATION,

as an L/C Issuer

 	 
	By:  	 	 
	 	Title: 	 
	 	 	 	 
	 





 




			
	7	 	To be added only if the consent of the
Administrative Agent, such L/C Issuer or Swing Line Lender, as applicable, is
required by the terms of the Credit Agreement.
	 
	8	 	To be added only if the consent of the
applicable L/C Issuer is required by the terms of the Credit Agreement.






Form of Assignment and Assumption





D-3









 







[Consented to:] 9




	 	 	 	 	 
	SONIC AUTOMOTIVE, INC.

 	 
	By:  	 	 
	 	Title: 	 





 




			
	9	 	To be added only if the consent of the
Company is required by the terms of the Credit Agreement.






Form of Assignment and Assumption





D-4









 








ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




          1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.




          1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section
10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may
be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in
making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, and has received or has been
accorded the opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 6.01 thereof, as applicable, and such other documents and information
as it deems appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a
Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees
that (i) it will, independently and without reliance upon the Administrative Agent, [the][any]
Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.





Form of Assignment and Assumption





D-5 









 








          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to
but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of North Carolina.





Form of Assignment and Assumption







D-6









 








EXHIBIT E




FORM OF AMENDED AND RESTATED SUBSIDIARY GUARANTY




See Attached





Form of Amended and Restated Subsidiary Guaranty







E-1









 








EXHIBIT F




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date:               , ___




	 	 	 
	To:
	 	Bank of America, N.A., as Administrative Agent






Ladies and Gentlemen:




     Reference is made to (i) that certain Amended and Restated Credit Agreement, dated as of
January 15, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Revolving Credit Agreement”; all terms used herein but not
otherwise defined herein have the respective meanings given thereto in the Credit Agreement), among
Sonic Automotive, Inc., a Delaware corporation (the “Company”), the lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent (in such capacity, the
“Revolving Administrative Agent”), Swing Line Lender and an L/C Issuer and Wells Fargo
Bank, National Association, as an L/C Issuer and (ii) that certain Syndicated New and Used Vehicle
Floorplan Credit Agreement, dated as of January 15, 2009 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Floorplan Credit
Agreement”; and collectively with the Revolving Credit Agreement, the “Credit
Agreements”), 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 (in such capacity, the “Floorplan Administrative Agent”, and collectively with the
Revolving Administrative Agent, the “Administrative Agents”), 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 (as defined in the Floorplan Credit
Agreement)..



     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                           
of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agents on the behalf of the Company, and that:



[Use following paragraph 1 for fiscal year-end financial statements]




     1. Attached hereto as Schedule 1 are the year-end audited financial statements
required by Section 6.01(a) of each Credit Agreement for the fiscal year of the Company
ended as of the above date, together with the report and opinion of an independent certified public
accountant required by such section.



[Use following paragraph 1 for fiscal month-end financial statements]




     1. Attached hereto as Schedule 1 are the unaudited financial statements required by
Section 6.01(b) of each Credit Agreement for the fiscal month of the Company ended as of
the above date. Such monthly financial statements fairly present the financial condition, results
of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at




Form of Compliance Certificate





F-1









 







such date and for such period, subject only to normal year-end audit adjustments and the
absence of footnotes.




     2. The undersigned has reviewed and is familiar with the terms of each Credit Agreement and
has made, or has caused to be made under his/her supervision, a detailed review of the transactions
and condition (financial or otherwise) of the Company and its Subsidiaries during the accounting
period covered by the attached financial statements.



     3. A review of the activities of the Loan Parties during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether during such fiscal
period each Loan Party has performed and observed all of its Obligations under the Loan Documents,
and



     [to the best knowledge of the undersigned during such fiscal period, each Loan Party performed
and observed each covenant and condition of the Loan Documents applicable to it, and no Default has
occurred and is continuing.]



—or—




     [the following covenants or conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]



     4. A review of the activities of the Loan Parties during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether during such fiscal
period each Loan Party has performed and observed all of its Obligations under the Loan Documents
(each defined term used in this Section 6 shall have the meanings set forth for such term in the
Floorplan Credit Agreement), and



[select one:]




     [to the best knowledge of the undersigned during such fiscal period, each Loan Party performed
and observed each covenant and condition of the Loan Documents applicable to it, and no Default has
occurred and is continuing.]



—or—




     [the following covenants or conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]



     5. The representations and warranties of the Company and each Loan Party contained in
Article V of the Revolving Credit Agreement, and any representations and warranties of any
Loan Party that are contained in any document furnished at any time under or in connection with the
Loan Documents, are true and correct on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Compliance Certificate,
the representations and warranties contained in subsections (a) and (b) of Section 5.05 of
the Revolving Credit Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01 of the




Form of Compliance Certificate





F-2









 







Revolving Credit Agreement, including the statements in connection with which this Compliance
Certificate is delivered.




     6. The representations and warranties of the Company and each Loan Party contained in
Article V of the Floorplan Credit Agreement, and any representations and warranties of any
Loan Party that are contained in any document furnished at any time under or in connection with the
Loan Documents, are true and correct on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Compliance Certificate,
the representations and warranties contained in subsections (a) and (b) of Section 5.05 of
the Floorplan Credit Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Floorplan Credit
Agreement, including the statements in connection with which this Compliance Certificate is
delivered (each defined term used in this Section 6 shall have the meanings set forth for such term
in the Floorplan Credit Agreement).



     7. The financial covenant analyses and information set forth on Schedule 2 attached
hereto are true and accurate on and as of the date of this Certificate.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _________, ______.



	 	 	 	 	 
	 	SONIC AUTOMOTIVE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 




Form of Compliance Certificate







F-3









 








SCHEDULE 1



to the Compliance Certificate




Financial Statements




Form of Compliance Certificate





F-4











 





For the
Month/Year ended ___________________ (“Statement Date”)




SCHEDULE 2

to the Compliance Certificate

($ in 000’s)




	 	 	 	 	 	 	 	 	 
	I.	 	Section 7.11(a) – Consolidated Liquidity Ratio.	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	A.	 	Consolidated Current Assets at Statement Date:	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	1.

	 	Current assets at Statement Date:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2.

	 	All long-term assets of discontinued
operations held for sale and included in current assets
at Statement Date:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	3.

	 	Long-term assets of discontinued
operations held for sale which are subject to a
non-cancelable purchase and sale agreement which are
to be Disposed of within 60 days of such date of
Statement Date:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	4.

	 	Investments made in connection with the
Company’s supplemental executive retirement plan at
Statement Date1:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	5.

	 	Temporary Excess Cash at Statement
Date:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	6.

	 	Consolidated Current Assets Numerator
at Statement Date (Lines I.A.1 – 2 + 3 – 4– 5):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	B.	 	Revolving Facility Liquidity Amount at Statement Date:	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	1.

	 	Revolving Advance Limit:	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	(a) Aggregate Commitments at Statement Date:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	(b) The Revolving Borrowing Base at Statement Date:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	(c) Revolving Advance Limit: (Lesser of Lines
I.B.1(a) and I.B.1(b)):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2.

	 	Total Outstandings at Statement Date:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	3.

	 	Lines I.B.1(c) – I.B.2:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	4.

	 	The largest principal amount of
Committed Loans that may be borrowed under the Credit
Agreement without resulting in an Event of Default
under Section 7.11(c) (on a pro forma basis as
of the Statement Date) after giving pro forma effect to
such Committed Loans:
	 	$                    








 




			
	1	 	Not to exceed (A) $5,000,000 in any given calendar year or (B) $10,000,000 in the aggregate.





Form of Compliance Certificate




F-5









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	5.

	 	Revolving Facility Liquidity Amount at
Statement Date (Lesser of Lines I.B.3 and I.B.4):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	6.

	 	Temporary Letter of Credit Amount at Statement Date2:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	7.

	 	Lines I.B.5 + I.B.6:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	C.	 	Consolidated Current Liabilities at Statement Date:	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	D.	 	Consolidated Current Liabilities consisting of any
balloon, bullet or similar final scheduled principal payment
that would repay any Indebtedness permitted by Section
7.03 in full at Statement Date:	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	E.	 	Consolidated Current Liabilities listed in Line I.D.
which are due within one (1) fiscal quarter following Statement
Date:	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	F.	 	Temporary Indebtedness at Statement Date:	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	G.	 	Without duplication, Indebtedness (whether or not
reflected as a Consolidated Current Liability) under all
floorplan financing arrangements at Statement Date:	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	H.	 	Consolidated Liquidity Ratio ((Lines I.A.6. + I.B.7) ÷
(Lines I.C. – I.D. + I.E. – I.F. + I.G.):	 	              to 1
	 	 	 	 	Minimum Required:	 	 






	 	 	 
	Period	 	Ratio
	Closing Date through and including March 30, 2011

	 	1.00 to 1.00
	March 31, 2011 through and including March 30, 2012

	 	1.05 to 1.00
	March 31, 2012 and thereafter

	 	1.10 to 1.00






	 	 	 	 	 	 	 	 	 
	II.	 	Section 7.11 (b) – Consolidated Fixed Charge Coverage Ratio.	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	A.	 	Consolidated EBITDAR for four consecutive fiscal
quarters ending on above date (“Subject Period”):	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	1.

	 	Consolidated Net Income for Subject
Period:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2.

	 	Consolidated Interest Expense with
respect to non-floorplan Indebtedness (including
interest expense not payable in cash) for Subject
Period*:
	 	$                    








 




			
	2	 	May be included on or before January 31, 2010
only, but only to the extent such Temporary Letter of Credit Amount was
included in Total Outstandings as of such date.
	 
	*	 	To the extent deducted in computing Consolidated
Net Income in Line II.A.1. above.





Form of Compliance Certificate




F-6









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	3.

	 	Consolidated Interest Expense with
respect to Used Vehicle floorplan Indebtedness for
Subject Period*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	4.

	 	Charges against income for income taxes for Subject Period*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	5.

	 	Depreciation expenses for Subject Period*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	6.

	 	Amortization expenses (including,
without limitation, amortization of other intangible
assets and transaction costs) for Subject
Period*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	7.

	 	Non-cash charges for Subject Period*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	8.

	 	Extraordinary losses for Subject Period*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	9.

	 	Legal fees, broker fees and other
transaction expenses incurred in connection with any
Permitted Acquisition (not to exceed $1,000,000 in the
aggregate for each such Acquisition) during Subject
Period*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	10.

	 	Consolidated Rental Expense*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	11.

	 	Non-cash lease termination charges, net of amortization*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	12.

	 	Extraordinary gains during Subject Period**:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	13.

	 	Gains on repurchases for long-term
Indebtedness during Subject
Period**:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	14.

	 	Consolidated EBITDAR for Subject Period
(Lines II.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 +
11 - 12 - 13):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	B.	 	Assumed maintenance and capital expenditures during
Subject Period:	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	1.

	 	     $100,000	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2.

	 	Average daily number of physical
dealership locations at which the Subsidiaries operated
franchised vehicle dealerships during the Subject
Period =                     	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	3

	 	Line II.B.1 multiplied by Line II.B.2:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	C.	 	Numerator (Line II.A.14 – II.B.3):	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	D.	 	Consolidated Fixed Charges for Subject Period:	 	 








 




			
	**	 	To the extent included in computing
Consolidated Net Income in Line II.A.1. above.





Form of Compliance Certificate




F-7









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	1.

	 	Consolidated Interest Expense with
respect to non-floorplan Indebtedness for Subject
Period:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2.

	 	Interest expense not payable in cash
included in Line C.1. which is not payable as a result
of any default for Subject Period:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	3.

	 	Consolidated Interest Expense with
respect to Used Vehicle floorplan Indebtedness for
Subject Period:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	4.

	 	Consolidated Principal Payments for Subject Period:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	5.

	 	Consolidated Rental Expenses for Subject Period:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	6.

	 	Income taxes paid in cash during Subject Period:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	7.

	 	Specified Payments for Subject Period:	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	i. Restricted Payments permitted by Section
7.06(e) 3:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	ii Restricted Payment set forth in Line
II.D.7.i. constituting repurchases of long-term
Indebtedness solely with net cash proceeds of cash
capital contributions made in exchange solely for
Class A Common Stock of the Company
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	iii. Prepayments, redemptions, purchases,
defeases or other satisfactions of Indenture
Indebtedness or Additional Indebtedness prior to the
scheduled maturity thereof, as permitted by
Section 7.15):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	iv Payment set forth in Line II.D.7.iii.
constituting repurchases of long-term Indebtedness
solely with net cash proceeds of cash capital
contributions made in exchange solely for Class A
Common Stock of the Company
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	v. Refinancing of Indenture Indebtedness using
the proceeds of Permitted Indenture Refinancing
Indebtedness with respect thereto:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	8.

	 	Cash refunds of income taxes during the
Subject Period:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	9.

	 	Consolidated Fixed Charges for Subject
Period (Lines II.D.1 - 2 + 3 + 4 + 5 + 6 + 7i. - 7.ii.
+ 7iii - 7.iv. - 7.v. - 8):
	 	$                    








 




			
	3	 	Amount not to exceed $10,000,000 in any
fiscal year.





Form of Compliance Certificate




F-8









 








	 	 	 	 	 	 	 	 	 
	 	 	E.	 	Consolidated Fixed Charge Coverage Ratio ((Line II.C.) ÷ Line II.D.9):	 	             to 1
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Minimum Required:	 	 






	 	 	 
	Period	 	Ratio
	Closing Date through and including March 30, 2011

	 	1.10 to 1.00
	March 31, 2011 through and including March 30, 2012

	 	1.15 to 1.00
	March 31, 2012 and thereafter

	 	1.20 to 1.00






	 	 	 	 	 	 	 	 	 
	III.	 	Section 7.11 (c) – Consolidated Total Senior Secured Debt to EBITDA Ratio.	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	A.	 	Consolidated Total Outstanding Senior Secured
Indebtedness at Statement Date:	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	1.

	 	Aggregate outstanding principal amount
of secured Consolidated Funded Indebtedness at
Statement Date:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2.

	 	Aggregate outstanding principal amount
of Indebtedness under New Vehicle Floorplan Facility at
Statement Date*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	3.

	 	Aggregate outstanding principal amount
of Indebtedness under Permitted Silo Indebtedness for
New Vehicle inventory at Statement
Date*:
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	4.

	 	Consolidated Total Outstanding Senior
Secured Indebtedness at Statement Date (Lines III.A. 1 - 2 - 3):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	B.	 	Consolidated EBITDA for Subject Period:	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	1.

	 	Consolidated EBITDAR (Line II.A.13):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2.

	 	Consolidated Rental Expense (Line II.A.10):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	3.

	 	Consolidated EBITDA for Subject Period ((Line III.B.1 - Line III.B.2):
	 	$                    
	 	 	 	 	 
	 	 	 	 
	 	 	C.	 	Consolidated Total Senior Secured Debt to EBITDA Ratio
(Line III.A.4 ÷ Line III.B.3):	 	             to 1
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Maximum permitted:	 	2.25 to 1.00








 




			
	*	 	To the extent such amounts were included in
secured Consolidated Funded Indebtedness in Line II.A.1. above.
	 
	*	 	To the extent such amounts were included in
secured Consolidated Funded Indebtedness in Line II.A.1. above.





Form of Compliance Certificate




F-9









 








	 	 	 	 	 	 	 	 	 
	IV.	 	Consolidated Total Debt to EBITDA Ratio.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	A.	 	Consolidated Total Outstanding Indebtedness:	 	$                    
	 
	 	 	 	 	 	 	 	 
	 	 	B.	 	Amount of Line IV.A. that would otherwise be deemed to
be equity solely because of the effect of FASB 14-1:	 	$                    
	 
	 	 	 	 	 	 	 	 
	 	 	C.	 	Indebtedness under the New Vehicle Floorplan Facility:	 	$                    
	 
	 	 	 	 	 	 	 	 
	 	 	D.	 	Permitted Silo Indebtedness for New Vehicle inventory:	 	$                    
	 
	 	 	 	 	 	 	 	 
	 	 	E.	 	Temporary Additional Indebtedness as of Statement Date:	 	$                    
	 
	 	 	 	 	 	 	 	 
	 	 	F.	 	Consolidated Total Debt numerator at Statement Date
(Line IV.A. - B - C. - D. - E.):	 	$                    
	 
	 	 	 	 	 	 	 	 
	 	 	G.	 	Consolidated EBITDA for Subject Period (Line III.B.3.):	 	$                    
	 
	 	 	 	 	 	 	 	 
	 	 	H.	 	Consolidated Total Debt to EBITDA Ratio (Line IV.F. ÷ Line IV.G.):	 	               to 1






Applicable
Rate — Revolving Credit Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Eurodollar	 	 
	 	 	 	 	Consolidated Total	 	 	 	 	 	Rate Loans +	 	 
	Pricing	 	Debt to EBITDA	 	 	 	 	 	Letter of	 	Base Rate
	Level	 	Ratio	 	Commitment Fee	 	Credit Fee	 	Loans +
	 	1	 	 	Less than 4.00:1.00
	 	 	0.375	%	 	 	2.50	%	 	 	1.50	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	2	 	 	Less than 4.50:1.00
but greater than or
equal to 4.00:1.00
	 	 	0.50	%	 	 	3.00	%	 	 	2.00	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	3	 	 	Less 5.00:1.00 but
greater than or
equal to 4.50:1.00
	 	 	0.50	%	 	 	3.50	%	 	 	2.50	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	4	 	 	Greater than or
equal to 5.00:1.00
	 	 	0.625	%	 	 	4.00	%	 	 	3.00	%






Applicable
Rate — Floorplan Credit Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Eurodollar	 	 	 	 	 	Eurodollar	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Rate	 	Base Rate	 	Rate	 	Base Rate
	 	 	 	 	 	 	Commitment	 	Commitment	 	Loans +	 	Loans +	 	Loans +	 	Loans +
	 	 	 	 	 	 	Fee on New	 	Fee on Used	 	(for New	 	(for New	 	(for Used	 	(for Used
	 	 	 	 	Consolidated Total	 	Vehicle	 	Vehicle	 	Vehicle	 	Vehicle	 	Vehicle	 	Vehicle
	Pricing	 	Debt to EBITDA	 	Floorplan	 	Floorplan	 	Floorplan	 	Floorplan	 	Floorplan	 	Floorplan
	Level	 	Ratio	 	Facility	 	Facility	 	Facility)	 	Facility)	 	Facility)	 	Facility)
	 	1	 	 	Less than 4.00:1.00
	 	 	0.20	%	 	 	0.25	%	 	 	1.50	%	 	 	0.50	%	 	 	1.75	%	 	 	0.75	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2	 	 	Less than 4.50:1.00
but greater than or
equal to 4.00:1.00
	 	 	0.25	%	 	 	0.30	%	 	 	1.75	%	 	 	0.75	%	 	 	2.00	%	 	 	1.00	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3	 	 	Less 5.00:1.00 but
greater than or
equal to 4.50:1.00
	 	 	0.25	%	 	 	0.30	%	 	 	2.00	%	 	 	1.00	%	 	 	2.25	%	 	 	1.25	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4	 	 	Greater than or
equal to 5.00:1.00
	 	 	0.30	%	 	 	0.35	%	 	 	2.25	%	 	 	1.25	%	 	 	2.50	%	 	 	1.50	%






Form of Compliance Certificate




F-10









 








	 	 	 	 	 	 	 	 	 
	V.	 	Information Regarding Litigation Matters.4	 	 
	 
	 	 	 	 	 	 	 	 
	Describe all actions, suits, proceedings, claims or disputes pending, or to
the knowledge of the Company after due and diligent investigation,
threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority seeking damages or other remedies in excess of
$5,000,000:
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	VI.	 	Information Regarding Disposition.5	 	 
	 
	Describe all asset purchase agreements entered into during Subject Period,
intended closing dates of dispositions thereunder and amounts of
discontinued operations and all new and used vehicle floorplan indebtedness
associated therewith:
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 







 




			
	4	 	To be included with Compliance Certificates
delivered for each March, June, September and December.
	 
	5	 	VI. to be completed if Line I.A.3. is
included in the Consolidated Liquidity Ratio or if Consolidated Interest
Expense, Consolidated Principal Payments or Consolidated Rental Expenses
attributable to Permitted Dispositions are excluded from the Consolidated Fixed
Charge calculation above





Form of Compliance Certificate




F-11









 








EXHIBIT G




FORM OF JOINDER AGREEMENT



See attached.




Form of Joinder Agreement






G-1









 








EXHIBIT H-1




FORM OF AMENDED AND RESTATED PLEDGE AGREEMENT




See attached.




Form of Amended and Restated Pledge Agreement






H-1-1









 








EXHIBIT H-2




FORM OF AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT




See attached.




Form of
Amended and Restated Escrow and Security  Agreement






H-2-1









 








EXHIBIT H-3




FORM OF AMENDED AND RESTATED SONIC FINANCIAL PLEDGE AGREEMENT




See attached.




Form of
Amended and Restated Sonic Financial  Agreement





H-3-1









 








EXHIBIT I




FORM OF REVOLVING BORROWING BASE CERTIFICATE




To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated 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”), among Sonic Automotive, Inc., a Delaware corporation (the
“Company”), the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, Swing Line Lender and an L/C Issuer and Wells Fargo Bank, National
Association, as an L/C Issuer. Terms used herein not otherwise defined herein have the respective
meanings given thereto in the Credit Agreement.



     The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that
at the close of business on
           (the “Calculation Date”) the Revolving
Borrowing
Base1 was
          , computed as set forth on the schedule attached
hereto.



	 	 	 	 	 	 	 
	 	 	SONIC AUTOMOTIVE, INC.
	 
	 
	 

	 	By:	 
	  

	 	 
	 

	 	 	Its:	 
 

	 	 
	 

	 	 
	Date:	 
 

	 	 








 




			
	1	 	See definition of Revolving Borrowing Base in
the Credit Agreement.





Form of Revolving Borrowing Base Certificate




I-1









 








REVOLVING BORROWING BASE SCHEDULE




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Available Revolving Borrowing
	 	 	 	 	 	 	Base Amount
	 	 	 	 	 	 	Column 1	 	Column 2
	I.	 	Eligible Accounts	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	Factory Receivables,
Net of Holdback:	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	A.

	 	Net Book Value of factory receivables
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	B.

	 	Net Book Value of warranty claims
receivables — factory
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	C.

	 	Net Book Value of warranty claims
receivables — other
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	D.

	 	2210 — A/R factory holdback
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	E.

	 	Net Book Value of Accounts which
constitute factory receivables, net of
holdback (Lines I.A + B + C — D)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	F.

	 	Net Book Value of Accounts described in
Line I.E which are subject to any Lien
(other than the Administrative Agent’s Lien
or Liens permitted by Section 7.01(j) and
(m) of the Credit Agreement so long as such
Liens are subject to the Master
Intercreditor Agreement)2
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	G.

	 	Net Book Value of any other Accounts
described in Line I.E which fail to satisfy
any of the requirements set forth in the
definition of “Eligible Accounts” in the
Credit Agreement
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	H.

	 	Lines I.F + G
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	I.

	 	Net Book Value of Eligible Accounts
which constitute factory receivables, net
of holdback (Lines I.E — H)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	J.

	 	Line I.I x 75%
	 	 	 	$                    
	 	 	 
	 	 	 	 	 	 
	 	 	Finance
Receivables:	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	K.

	 	Net Book Value of Accounts which
constitute current finance receivables
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	L.

	 	Net Book Value of Accounts described in
Line I.K which are subject to any Lien
(other than the Administrative Agent’s Lien
or Liens permitted by Section 7.01(j) and
(m) of the Credit Agreement so long as such
Liens are subject to the Master
Intercreditor Agreement)
	 	$                    	 	 








 




			
	2	 	Administrative Agent’s Lien means a perfected
Lien of the Administrative Agent (for the benefit of the Secured Parties)
pursuant to the Loan Documents with the priority referenced in the Master
Intercreditor Agreement.





Form of Revolving Borrowing Base Certificate




I-2









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Available Revolving Borrowing
	 	 	 	 	 	 	Base Amount
	 	 	 	 	 	 	Column 1	 	Column 2
	 	 	M.

	 	Net Book Value of any other Accounts
described In Line I.K which fail to satisfy
any of the requirements set forth in the
definition of “Eligible Accounts” in the
Credit Agreement
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	N.

	 	Lines I.L + M
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	O.

	 	Net Book Value of Eligible Accounts
which constitute current finance
receivables (Lines I.K – N)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	P.

	 	Line I.O x 75%
	 	 	 	$                    
	 	 	 
	 	 	 	 	 	 
	 	 	Parts & Service
Receivables:	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	Q.

	 	Net Book Value of Accounts which
constitute receivables for parts and
services
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	R.

	 	Allowance for doubtful Accounts
described in Line I.Q
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	S.

	 	Amounts payable in connection with parts
and services related to the Accounts
described in Line I.Q
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	T.

	 	Lines I.R + S
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	U.

	 	Lines I.Q – T
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	V.

	 	Net Book Value of Accounts described in
Line I.U which are subject to any Lien
(other than the Administrative Agent’s Lien
or Liens permitted by Section 7.01(j) and
(m) of the Credit Agreement so long as such
Liens are subject to the Master
Intercreditor Agreement)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	W.

	 	Net Book Value of any other Accounts
described in Line I.U which fail to satisfy
any of the requirements set forth in the
definition of “Eligible Accounts” in the
Credit Agreement
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	X.

	 	Lines I.V + W
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	Y.

	 	Net Book Value of Eligible Accounts
which constitute receivables for parts and
services (after netting any amounts payable
in connection with such parts and services)
(Lines I.U – X)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	Z.

	 	Line I.Y x 75%
	 	 	 	$                    
	 	 	 
	 	 	 	 	 	 
	II.	 	Eligible Inventory	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	A.

	 	Net Book Value of parts Inventory
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	B.

	 	Net Book Value of accessories Inventory
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	C.

	 	Net Book Value of parts and accessories
Inventory (Lines II.A + B)
	 	$                    	 	 






Form of Revolving Borrowing Base Certificate




I-3









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Available Revolving Borrowing
	 	 	 	 	 	 	Base Amount
	 	 	 	 	 	 	Column 1	 	Column 2
	 	 	D.

	 	Net Book Value of parts and accessories
Inventory described in Line II.C which is
subject to any Lien (other than the
Administrative Agent’s Lien or Liens
permitted by Section 7.01(j) and (m) of the
Credit Agreement so long as such Liens are
subject to the Master Intercreditor
Agreement)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	E.

	 	Net Book Value of any other parts and
accessories Inventory described in Line
II.C which fails to satisfy any of the
requirements set forth in the definition of
“Eligible Inventory” in the Credit
Agreement
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	F.

	 	Lines II.D + E
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	G.

	 	Net Book Value of Eligible Inventory
which constitutes parts and accessories
(Lines II.C — F)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	H.

	 	Line II.G x 60%
	 	 	 	$                    
	 	 	 
	 	 	 	 	 	 
	III.	 	Eligible Equipment	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	A.

	 	Gross Book Value of equipment —
machinery and shop
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	B.

	 	Gross Book Value of equipment — parts
and accessories
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	C.

	 	Gross Book Value of furniture and trade
fixtures (signage)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	D.

	 	Gross Book Value of computer equipment
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	E.

	 	Gross Book Value of company Vehicles
(excluding Inventory and any other Vehicles
financed by the New Vehicle Floorplan
Facility, Permitted Silo Indebtedness,
Permitted Service Loaner Indebtedness or
included in the Used Vehicle Borrowing Base
(as defined in the Floorplan Credit
Agreement)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	F.

	 	Lines III.A + B +C + D + E
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	G.

	 	Accumulated depreciation — machinery and
shop
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	H.

	 	Accumulated depreciation — parts and
accessories
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	I.

	 	Accumulated depreciation — furniture and
trade fixtures (signage)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	J.

	 	Accumulated depreciation — computer
equipment
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	K.

	 	Accumulated depreciation — company
vehicles
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	L.

	 	Lines III.F + G + H + I + J + K
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	M.

	 	Amount of Equipment Notes payable
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	N.

	 	Net Book Value of Equipment, less
Equipment Notes payable (Lines III.L — M)
	 	$                    	 	 






Form of Revolving Borrowing Base Certificate




I-4









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Available Revolving Borrowing
	 	 	 	 	 	 	Base Amount
	 	 	 	 	 	 	Column 1	 	Column 2
	 	 	O.

	 	Net Book Value of Equipment described in
Line III.N which is subject to any Lien
(other than the Administrative Agent’s Lien
or Liens permitted by Section 7.01(j) and
(m) of the Credit Agreement so long as such
Liens are subject to the Master
Intercreditor Agreement)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	P.

	 	Net Book Value of any other Equipment
described in Line III.N which fails to
satisfy any of the requirements set forth
in the definition of “Eligible Equipment”
in the Credit Agreement
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	Q.

	 	Lines III.O + P
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	R.

	 	Net Book Value of Eligible Equipment
(Lines III.N – Q)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	S.

	 	Line III.R. x 40%
	 	 	 	$                    
	 	 	 
	 	 	 	 	 	 
	IV.	 	Stock of Speedway Motor Sports, Inc.	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	A.

	 	Fair market value (determined using the
average daily share price for the five (5)
Business Days immediately preceding the
Calculation Date) of the 5,000,000 shares
of common stock of Speedway Motor Sports,
Inc. pledged as Collateral
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	B.

	 	Line IV.A. x 50%
	 	 	 	$                    
	 	 	 
	 	 	 	 	 	 
	V.	 	Revolving Borrowing Base (Total of Column 2)	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	A.

	 	Total of column 2
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	B.

	 	Lesser of (i) Aggregate Commitments and
(ii) Line V.A.
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	VI.	 	Revolving Advance Limit	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	A.

	 	Revolving Advance Limit (Lines V.B)
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	B.

	 	Outstanding Amount of all Committed Loans
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	C.

	 	Outstanding Amount of all Swing Line
Loans
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	D.

	 	Outstanding Amount of all L/C Obligations
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	E.

	 	Lines VI.B + C + D
	 	$                    	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	F.

	 	Amount available to be drawn under
revolving credit facility provided for by
the Credit Agreement (Lines VI.A – E)
	 	 	 	$                    






Form of Revolving Borrowing Base Certificate




I-5









 








EXHIBIT J




FORM OF AMENDED AND RESTATED SECURITY AGREEMENT




See attached.




Form of Amended and Restated Security Agreement




J-1









 








EXHIBIT K




OPINION MATTERS




See attached.




Opinion Matters





K-1









 








EXHIBIT L




FORM
OF MASTER INTERCREDITOR AGREEMENT




See attached.




Form of Master Intercreditor Agreement






L-1









 








EXHIBIT M




FORM OF REPORT OF LETTER OF CREDIT INFORMATION




	 	 	 	 	 	 	 	 	 
	To:	 	Bank of America, N.A. as Administrative Agent
	Attn:	 	   	 	 	 	 
	Phone No.:	 	    	 	 	 	 
	Fax No.:	 	   	 	 	 	 
	 	 	   	 	 	 	 
	Ref.:	 	Letters of Credit	 	 	 	 
	 	 	Issued for the account of Sonic Automotive, Inc.	 	 
	 	 	or any Subsidiary thereof under
	 	 	the Amended and Restated Credit Agreement
	 	 	dated as of January
[  ], 2010





Reporting
Period :___/___/20___ through ___/___/20___




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Escalating	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Y/N(?)	 	 	 	 	 	 	 	 	 	Auto	 	 	 	 	 	 
	 	 	Maximum	 	Current	 	 	 	If “Y”	 	 	 	 	 	 	 	 	 	Renewal	 	Date of	 	Amount of	 	 
	 	 	Face	 	Face	 	Currency	 	Provide	 	Beneficiary	 	Issuance	 	Expiry	 	Auto	 	Period/	 	Amend	 	Amend-	 	Type of
	L/C No.	 	Amount	 	Amount	 	of L/C	 	Schedule*	 	Name	 	Date	 	Date	 	Renewal	 	Notice	 	-ment	 	ment	 	Amendment
	                         
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	                         
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	                         
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	                         
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	                         
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	                         
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	                         





     Form of Report of Letter of Credit Information



M-1









 





EXHIBIT N




FORM
OF FORD MOTOR CREDIT CONSENT




See attached.




Form of Ford Motor Credit Consent





N-1