exv10w56







Exhibit 10.56




AMENDED AND RESTATED

SUBSIDIARY GUARANTY AGREEMENT




     THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”),
dated as of January 15, 2010, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL
BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON THEREIN AS A
“REVOLVING SUBSIDIARY GUARANTOR” (each a “Guarantor” and collectively the
“Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and
existing under the laws of the United States, as administrative agent (in such capacity, the
“Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter
party to the Revolving Credit Agreement defined below (collectively with the Administrative Agent,
and certain other Persons parties to Related Swap Contracts and Secured Treasury Management
Arrangements as more particularly described in Section 19 hereof, the “Revolving
Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Revolving Credit Agreement.



W I T N E S S E T H:




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



     WHEREAS, certain Subsidiaries of the Company (the “Existing Guarantors”) entered into
a Guaranty Agreement dated as of February 17, 2006 (the “Existing Guaranty Agreement”)
pursuant to which the Existing Guarantors have guaranteed the payment and performance of the
obligations of the Company, the New Vehicle Borrowers and the other Loan Parties (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement and other loan documents related
thereto; and



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



 









 





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



     WHEREAS, each Guarantor is, directly or indirectly, a Subsidiary of the Company; and



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



     WHEREAS, each Guarantor is required to enter into this Guaranty Agreement pursuant to the
terms of the Revolving Credit Agreement; and



     WHEREAS, a material part of the consideration given in connection with and as an inducement to
the execution and delivery of the Revolving Credit Agreement by the Revolving Secured Parties was
the obligation of the Company to cause each Guarantor to enter into this Guaranty Agreement, and
the Revolving Secured Parties are unwilling to extend and maintain the credit facilities provided
under the Loan Documents unless the Guarantors enter into this Guaranty Agreement;



          NOW, THEREFORE, in order to induce (i) the Lenders to amend and restate the Existing Credit
Agreement and (ii) the Revolving Secured Parties to make available to the Company or maintain the
credit facilities provided for in the Revolving Credit Agreement, the parties hereto agree that the
Existing Guaranty Agreement is hereby amended and restated in this Guaranty Agreement as follows:



     1. Guaranty. Each Guarantor hereby jointly and severally, unconditionally,
absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of
the Revolving Secured Parties the payment and performance in full of the Guaranteed Liabilities (as
defined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities”
means: (a) the Company’s prompt payment in full, when due or declared due and at all such times,
of all Obligations and all other amounts pursuant to the terms of the Revolving Credit Agreement,
the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing,
arising, due or payable from the Company to any one or more of the Revolving Secured Parties,
including principal, interest, premiums and fees (including, but not limited to, loan fees and
reasonable fees, charges and disbursements of counsel (“Attorney Costs”)); (b) each Loan
Party’s prompt, full and faithful performance, observance and discharge of each and every
agreement, undertaking, covenant and provision to be performed, observed or discharged by such Loan
Party under the Revolving Credit Agreement, the Notes and all other Loan Documents; and (c) the
prompt payment in full by each Loan Party, when due or declared due and at all such times, of
obligations and liabilities now or hereafter arising under Related Swap Contracts and Secured Cash
Management Arrangements. The Guarantors’ obligations to the Revolving Secured Parties under this
Guaranty Agreement are hereinafter collectively referred to as the “Guarantors’
Obligations” and, with respect to each Guarantor individually, the “Guarantor’s
Obligations”. Notwithstanding the foregoing, the liability of each Guarantor individually with
respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance under Section 548 of
the United States Bankruptcy Code or any comparable provisions of any applicable state law.



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     Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject
to the limitation in the immediately preceding sentence) for the Guaranteed Liabilities.



     The Guarantors’ Obligations are secured by various Security Instruments referred to in the
Revolving Credit Agreement, including without limitation, the Security Agreement and the Pledge
Agreement.



     2. Payment. If the Company or any other Loan Party shall default in payment or
performance of any of the Guaranteed Liabilities, whether principal, interest, premium, fee
(including, but not limited to, loan fees and Attorney Costs), or otherwise, when and as the same
shall become due, and after expiration of any applicable grace period, whether according to the
terms of the Revolving Credit Agreement, by acceleration, or otherwise, or upon the occurrence and
during the continuance of any Event of Default under the Revolving Credit Agreement, then any or
all of the Guarantors will, upon demand thereof by the Administrative Agent, fully pay to the
Administrative Agent, for the benefit of the Revolving Secured Parties, subject to any restriction
on each Guarantor’s Obligations set forth in Section 1 hereof, an amount equal to all the
Guaranteed Liabilities then due and owing.



     3. Absolute Rights and Obligations. This is a guaranty of payment and not of
collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several,
absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the
extent permitted by law, any defense to its obligations under this Guaranty Agreement and all
Security Instruments to which it is a party by reason of:




     (a) any lack of legality, validity or enforceability of the Revolving Credit Agreement,
of any of the Notes, of any other Loan Document, or of any other agreement or instrument
creating, providing security for, or otherwise relating to any of the Guarantors’
Obligations, any of the Guaranteed Liabilities, or any other guaranty of any of the
Guaranteed Liabilities (the Loan Documents and all such other agreements and instruments
being collectively referred to as the “Related Agreements”);




     (b) any action taken under any of the Related Agreements, any exercise of any right or
power therein conferred, any failure or omission to enforce any right conferred thereby, or
any waiver of any covenant or condition therein provided;




     (c) any acceleration of the maturity of any of the Guaranteed Liabilities, of the
Guarantor’s Obligations of any other Guarantor, or of any other obligations or liabilities
of any Person under any of the Related Agreements;




     (d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration
in value, or impairment of any security for any of the Guaranteed Liabilities, for any of
the Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities of
any Person under any of the Related Agreements;




     (e) any dissolution of the Company or any Guarantor or any other party to a Related
Agreement, or the combination or consolidation of the Company or any



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Guarantor or any other party to a Related Agreement into or with another entity or any
transfer or disposition of any assets of the Company or any Guarantor or any other party to
a Related Agreement;




     (f) any extension (including without limitation extensions of time for payment),
renewal, amendment, restructuring or restatement of, any acceptance of late or partial
payments under, or any change in the amount of any borrowings or any credit facilities
available under, the Revolving Credit Agreement, any of the Notes or any other Loan Document
or any other Related Agreement, in whole or in part;




     (g) the existence, addition, modification, termination, reduction or impairment of
value, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities
(including without limitation the Guarantor’s Obligations of any other Guarantor and
obligations arising under any other Guaranty now or hereafter in effect);




     (h) any waiver of, forbearance or indulgence under, or other consent to any change in
or departure from any term or provision contained in the Revolving Credit Agreement, any
other Loan Document or any other Related Agreement, including without limitation any term
pertaining to the payment or performance of any of the Guaranteed Liabilities, any of the
Guarantor’s Obligations of any other Guarantor, or any of the obligations or liabilities of
any party to any other Related Agreement;




     (i) any other circumstance whatsoever (with or without notice to or knowledge of any
Guarantor) which may or might in any manner or to any extent vary the risks of such
Guarantor, or might otherwise constitute a legal or equitable defense available to, or
discharge of, a surety or a guarantor, including without limitation any right to require or
claim that resort be had to the Company or any other Loan Party or to any collateral in
respect of the Guaranteed Liabilities or Guarantors’ Obligations, whether arising under
North Carolina General Statutes Sections 26-7 and 26-9 or otherwise.


It is the express purpose and intent of the parties hereto that this Guaranty Agreement and the
Guarantors’ Obligations hereunder and under each Joinder Agreement shall be absolute and
unconditional under any and all circumstances and shall not be discharged except by payment as
herein provided.




     4. Currency and Funds of Payment. All Guarantors’ Obligations will be paid in lawful
currency of the United States of America and in immediately available funds, regardless of any law,
regulation or decree now or hereafter in effect that might in any manner affect the Guaranteed
Liabilities, or the rights of any Revolving Secured Party with respect thereto as against any Loan
Party, or cause or permit to be invoked any alteration in the time, amount or manner of payment by
any Loan Party of any or all of the Guaranteed Liabilities.



     5. Events of Default. Without limiting the provisions of Section 2 hereof, in
the event that there shall occur and be continuing an Event of Default, then notwithstanding any
collateral or other security or credit support for the Guaranteed Liabilities, at the
Administrative



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Agent’s election and without notice thereof or demand therefor, the Guarantors’ Obligations
shall immediately be and become due and payable.



     6. Subordination. Until this Guaranty Agreement is terminated in accordance with
Section 22 hereof, each Guarantor hereby unconditionally subordinates all present and
future debts, liabilities or obligations now or hereafter owing to such Guarantor (i) of the
Company, to the payment in full of the Guaranteed Liabilities, (ii) of every other Guarantor (an
“obligated guarantor”), to the payment in full of the Guarantors’ Obligations of such obligated
guarantor, and (iii) of each other Person now or hereafter constituting a Loan Party, to the
payment in full of the obligations of such Loan Party owing to any Revolving Secured Party and
arising under the Loan Documents, Related Swap Contracts or Secured Cash Management Arrangements.
All amounts due under such subordinated debts, liabilities, or obligations shall, upon the
occurrence and during the continuance of an Event of Default, be collected and, upon request by the
Administrative Agent, paid over forthwith to the Administrative Agent for the benefit of the
Revolving Secured Parties on account of the Guaranteed Liabilities, the Guarantors’ Obligations, or
such other obligations, as applicable, and, after such request and pending such payment, shall be
held by such Guarantor as agent and bailee of the Revolving Secured Parties separate and apart from
all other funds, property and accounts of such Guarantor.



     7. Suits. Each Guarantor from time to time shall pay to the Administrative Agent for
the benefit of the Revolving Secured Parties, on demand, at the Administrative Agent’s Office or
such other address as the Administrative Agent shall give notice of to such Guarantor, the
Guarantors’ Obligations as they become or are declared due, and in the event such payment is not
made forthwith, the Administrative Agent may proceed to suit against any one or more or all of the
Guarantors. At the Administrative Agent’s election, one or more and successive or concurrent suits
may be brought hereon by the Administrative Agent against any one or more or all of the Guarantors,
whether or not suit has been commenced against the Company, any other Guarantor, or any other
Person and whether or not the Revolving Secured Parties have taken or failed to take any other
action to collect all or any portion of the Guaranteed Liabilities or have taken or failed to take
any actions against any collateral securing payment or performance of all or any portion of the
Guaranteed Liabilities, and irrespective of any event, occurrence, or condition described in
Section 3 hereof.



     8. Set-Off and Waiver. Each Guarantor waives any right to assert against any
Revolving Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect
of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such
Guarantor may now or at any time hereafter have against the Company or any or all of the Revolving
Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims
otherwise available to such Guarantor. Each Guarantor agrees that each Revolving Secured Party
shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any
kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged,
transferred or assigned to such Revolving Secured Party or otherwise in the possession or control
of such Revolving Secured Party for any purpose (other than solely for safekeeping) for the account
or benefit of such Guarantor, including any balance of any deposit account or of any credit of such
Guarantor with the Revolving Secured Party, whether now existing or hereafter established, and
hereby authorizes each Revolving Secured Party from and



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after the occurrence of an Event of Default at any time or times with or without prior notice
to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Revolving
Secured Parties then due and in such amounts as provided for in the Revolving Credit Agreement or
otherwise as they may elect. For the purposes of this Section 8, all remittances and
property shall be deemed to be in the possession of a Revolving Secured Party as soon as the same
may be put in transit to it by mail or carrier or by other bailee.



     9. Waiver of Notice; Subrogation.




     (a) Each Guarantor hereby waives to the extent permitted by law notice of the following
events or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the Lenders’
heretofore, now or from time to time hereafter making Loans and issuing Letters of Credit
and otherwise loaning monies or giving or extending credit to or for the benefit of the
Company or any other Loan Party, or otherwise entering into arrangements with any Loan Party
giving rise to Guaranteed Liabilities, whether pursuant to the Revolving Credit Agreement or
the Notes or any other Loan Document or Related Agreement or any amendments, modifications,
or supplements thereto, or replacements or extensions thereof; (iii) presentment, demand,
default, non-payment, partial payment and protest; and (iv) any other event, condition, or
occurrence described in Section 3 hereof. Each Guarantor agrees that each Revolving
Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in
such manner, upon such terms and at such times as each Revolving Secured Party, in its sole
and absolute discretion, deems advisable, without in any way or respect impairing,
affecting, reducing or releasing such Guarantor from its Guarantor’s Obligations, and each
Guarantor hereby consents to each and all of the foregoing events or occurrences.




     (b) Each Guarantor hereby agrees that payment or performance by such Guarantor of its
Guarantor’s Obligations under this Guaranty Agreement may be enforced by the Administrative
Agent on behalf of the Revolving Secured Parties upon demand by the Administrative Agent to
such Guarantor without the Administrative Agent being required, such Guarantor expressly
waiving to the extent permitted by law any right it may have to require the Administrative
Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the
Company or any other Guarantor or any other guarantor of the Guaranteed Liabilities, or (ii)
seek to enforce or resort to any remedies with respect to any security interests, Liens or
encumbrances granted to the Administrative Agent or any Lender or other party to a Related
Agreement by the Company, any other Guarantor or any other Person on account of the
Guaranteed Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED
AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE
ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT,
EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE
REVOLVING CREDIT AGREEMENT.



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     (c) Each Guarantor further agrees with respect to this Guaranty Agreement that it shall
have no right of subrogation, reimbursement, contribution or indemnity, nor any right of
recourse to security for the Guaranteed Liabilities unless and until 93 days immediately
following the Facility Termination Date shall have elapsed without the filing or
commencement, by or against any Loan Party, of any state or federal action, suit, petition
or proceeding seeking any reorganization, liquidation or other relief or arrangement in
respect of creditors of, or the appointment of a receiver, liquidator, trustee or
conservator in respect to, such Loan Party or its assets. This waiver is expressly intended
to prevent the existence of any claim in respect to such subrogation, reimbursement,
contribution or indemnity by any Guarantor against the estate of any other Loan Party within
the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case
involving any other Loan Party. If an amount shall be paid to any Guarantor on account of
such rights at any time prior to termination of this Guaranty Agreement in accordance with
the provisions of Section 22 hereof, such amount shall be held in trust for the
benefit of the Revolving Secured Parties and shall forthwith be paid to the Administrative
Agent, for the benefit of the Revolving Secured Parties, to be credited and applied upon the
Guarantors’ Obligations, whether matured or unmatured, in accordance with the terms of the
Revolving Credit Agreement or otherwise as the Revolving Secured Parties may elect. The
agreements in this subsection shall survive repayment of all of the Guarantors’ Obligations,
the termination or expiration of this Guaranty Agreement in any manner, including but not
limited to termination in accordance with Section 22 hereof, and occurrence of the
Facility Termination Date.



     10. Effectiveness; Enforceability. This Guaranty Agreement shall be effective as of
the date first above written and shall continue in full force and effect until termination in
accordance with Section 22 hereof. Any claim or claims that the Revolving Secured Parties
may at any time hereafter have against a Guarantor under this Guaranty Agreement may be asserted by
the Administrative Agent on behalf of the Revolving Secured Parties by written notice directed to
such Guarantor in accordance with Section 24 hereof.



     11. Representations and Warranties. Each Guarantor warrants and represents to the
Administrative Agent, for the benefit of the Revolving Secured Parties, that it is duly authorized
to execute and deliver this Guaranty Agreement (or the Joinder Agreement to which it is a party, as
applicable), and to perform its obligations under this Guaranty Agreement, that this Guaranty
Agreement (or the Joinder Agreement to which it is a party, as applicable) has been duly executed
and delivered on behalf of such Guarantor by its duly authorized representatives; that this
Guaranty Agreement (and any Joinder Agreement to which such Guarantor is a party) is legal, valid,
binding and enforceable against such Guarantor in accordance with its terms except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles; and
that such Guarantor’s execution, delivery and performance of this Guaranty Agreement (and any
Joinder Agreement to which such Guarantor is a party) do not violate or constitute a breach of any
of its Organizational Documents, any agreement or instrument to which such Guarantor is a party, or
any law, order, regulation, decree or award of any governmental authority or arbitral body to which
it or its properties or operations is subject.



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     12. Expenses. Each Guarantor agrees to be jointly and severally liable for the
payment of all reasonable fees and expenses, including Attorney Costs, incurred by any Revolving
Secured Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be
brought.



     13. Reinstatement. Each Guarantor agrees that this Guaranty Agreement shall continue
to be effective or be reinstated, as the case may be, at any time payment received by any Revolving
Secured Party in respect of any Guaranteed Liabilities is rescinded or must be restored for any
reason, or is repaid by any Revolving Secured Party in whole or in part in good faith settlement of
any pending or threatened avoidance claim.



     14. Attorney-in-Fact. To the extent permitted by law, each Guarantor hereby appoints
the Administrative Agent, for the benefit of the Revolving Secured Parties, as such Guarantor’s
attorney-in-fact for the purposes of carrying out the provisions of this Guaranty Agreement and
taking any action and executing any instrument which the Administrative Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment is coupled with an interest and is
irrevocable; provided, that the Administrative Agent shall have and may exercise rights
under this power of attorney only upon the occurrence and during the continuance of an Event of
Default.



     15. Reliance. Each Guarantor represents and warrants to the Administrative Agent, for
the benefit of the Revolving Secured Parties, that: (a) such Guarantor has adequate means to
obtain on a continuing basis (i) from the Company, information concerning the Loan Parties and the
Loan Parties’ financial condition and affairs and (ii) from other reliable sources, such other
information as it deems material in deciding to provide this Guaranty Agreement and any Joinder
Agreement (“Other Information”), and has full and complete access to the Loan Parties’
books and records and to such Other Information; (b) such Guarantor is not relying on any Revolving
Secured Party or its or their employees, directors, agents or other representatives or Affiliates,
to provide any such information, now or in the future; (c) such Guarantor has been furnished with
and reviewed the terms of the Revolving Credit Agreement and such other Loan Documents and Related
Agreements as it has requested, is executing this Guaranty Agreement (or the Joinder Agreement to
which it is a party, as applicable) freely and deliberately, and understands the obligations and
financial risk undertaken by providing this Guaranty Agreement (and any Joinder Agreement); (d)
such Guarantor has relied solely on the Guarantor’s own independent investigation, appraisal and
analysis of each Loan Party, each Loan Party’s financial condition and affairs, the “Other
Information”, and such other matters as it deems material in deciding to provide this Guaranty
Agreement (and any Joinder Agreement) and is fully aware of the same; and (e) such Guarantor has
not depended or relied on any Revolving Secured Party or its or their employees, directors, agents
or other representatives or Affiliates, for any information whatsoever concerning any Loan Party or
any Loan Party’s financial condition and affairs or any other matters material to such Guarantor’s
decision to provide this Guaranty Agreement (and any Joinder Agreement), or for any counseling,
guidance, or special consideration or any promise therefor with respect to such decision. Each
Guarantor agrees that no Revolving Secured Party has any duty or responsibility whatsoever, now or
in the future, to provide to such Guarantor any information concerning any Loan Party or any Loan
Party’s financial condition and affairs, or any Other Information, other than as expressly provided
herein, and that, if such Guarantor



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receives any such information from any Revolving Secured Party or its or their employees,
directors, agents or other representatives or Affiliates, such Guarantor will independently verify
the information and will not rely on any Revolving Secured Party or its or their employees,
directors, agents or other representatives or Affiliates, with respect to such information.



     16. Rules of Interpretation. The rules of interpretation contained in Sections
1.03 and 1.06 of the Revolving Credit Agreement shall be applicable to this Guaranty
Agreement and each Joinder Agreement and are hereby incorporated by reference. All representations
and warranties contained herein shall survive the delivery of documents and any extension of credit
referred to herein or guaranteed hereby.



     17. Entire Agreement. This Guaranty Agreement and each Joinder Agreement, together
with the Revolving Credit Agreement and other Loan Documents, constitutes and expresses the entire
understanding between the parties hereto with respect to the subject matter hereof, and supersedes
all prior negotiations, agreements, understandings, inducements, commitments or conditions, express
or implied, oral or written, except as herein contained. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any of the terms
hereof. Except as provided in Section 22, neither this Guaranty Agreement nor any Joinder
Agreement nor any portion or provision hereof or thereof may be changed, altered, modified,
supplemented, discharged, canceled, terminated, or amended orally or in any manner other than as
provided in the Revolving Credit Agreement.



     18. Binding Agreement; Assignment. This Guaranty Agreement, each Joinder Agreement
and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the
benefit of the parties hereto and thereto, and to their respective heirs, legal representatives,
successors and assigns; provided, however, that no Guarantor shall be permitted to
assign any of its rights, powers, duties or obligations under this Guaranty Agreement, any Joinder
Agreement or any other interest herein or therein without the prior written consent of the
Administrative Agent. Without limiting the generality of the foregoing sentence of this
Section 18, any Lender may assign to one or more Persons, or grant to one or more Persons
participations in or to, all or any part of its rights and obligations under the Revolving Credit
Agreement (to the extent permitted by the Revolving Credit Agreement); and to the extent of any
such permitted assignment or participation such other Person shall, to the fullest extent permitted
by law, thereupon become vested with all the benefits in respect thereof granted to such Lender
herein or otherwise, subject however, to the provisions of the Revolving Credit Agreement,
including Article IX thereof (concerning the Administrative Agent) and Section
10.06 thereof concerning assignments and participations. All references herein to the
Administrative Agent shall include any successor thereof.



     19. Related Swap Contracts and Secured Cash Management Arrangements. All obligations
of any Loan Party under or in respect of Related Swap Contracts and Secured Cash Management
Arrangements (which are not prohibited under the terms of the Revolving Credit Agreement) to which
any Lender or any Affiliate of any Lender is a party, shall be deemed to be Guaranteed Liabilities,
and each Lender or Affiliate of a Lender party to any such Related Swap Contract or Secured Cash
Management Arrangement shall be deemed to be a Revolving Secured Party hereunder with respect to
such Guaranteed Liabilities; provided,



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however, that such obligations shall cease to be Guaranteed Liabilities at such time, prior to
the Facility Termination Date, as such Person (or Affiliate of such Person) shall cease to be a
“Lender” under the Revolving Credit Agreement.



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



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



     21. Counterparts. This Guaranty Agreement may be executed in any number of
counterparts each of which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Guaranty Agreement to produce or account for more than one
such counterpart executed by the Guarantors against whom enforcement is sought. Without limiting
the foregoing provisions of this Section 21, the provisions of Section 10.10 of the
Revolving Credit Agreement shall be applicable to this Guaranty Agreement.



     22. Termination. Subject to reinstatement pursuant to Section 13 hereof, this
Guaranty Agreement and each Joinder Agreement, and all of the Guarantors’ Obligations hereunder
(excluding those Guarantors’ obligations relating to Guaranteed Liabilities that expressly survive
such termination) shall terminate on the Facility Termination Date.



     23. Remedies Cumulative; Late Payments. All remedies hereunder are cumulative and are
not exclusive of any other rights and remedies of the Administrative Agent or any other Secured
Party provided by law or under the Revolving Credit Agreement, the other Loan Documents or other
applicable agreements or instruments. The making of the Loans and other



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credit extensions pursuant to the Revolving Credit Agreement and other Related Agreements shall be
conclusively presumed to have been made or extended, respectively, in reliance upon each
Guarantor’s guaranty of the Guaranteed Liabilities pursuant to the terms hereof. Any amounts not
paid when due under this Guaranty Agreement shall bear interest at the Default Rate.



     24. Notices. Any notice required or permitted hereunder or under any Joinder
Agreement shall be given, (a) with respect to each Guarantor, at the address of the Company
indicated in Schedule 10.02 of the Revolving Credit Agreement and (b) with respect to the
Administrative Agent or any other Revolving Secured Party, at the Administrative Agent’s address
indicated in Schedule 10.02 of the Revolving Credit Agreement. All such addresses may be
modified, and all such notices shall be given and shall be effective, as provided in Section
10.02 of the Revolving Credit Agreement for the giving and effectiveness of notices and
modifications of addresses thereunder.



     25. Joinder. Each Person who shall at any time execute and deliver to the
Administrative Agent a Joinder Agreement and who is identified therein as a “Guarantor” shall
thereupon irrevocably, absolutely and unconditionally become a party hereto and obligated hereunder
as a Guarantor, and all references herein and in the other Loan Documents to the Guarantors or to
the parties to this Guaranty Agreement shall be deemed to include such Person as a Guarantor
hereunder.



     26. Governing Law; Venue; Waiver of Jury Trial.




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




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



11









 






     (c) EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A
COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS FOR NOTICES
TO SUCH GUARANTOR IN EFFECT PURSUANT TO SECTION 24 HEREOF, OR BY ANY OTHER METHOD OF
SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH CAROLINA.




     (d) NOTHING CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE THE
ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS GUARANTY AGREEMENT OR ANY JOINDER AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS
OF ANY JURISDICTION WHERE ANY GUARANTOR OR ANY OF SUCH GUARANTOR’S PROPERTY OR ASSETS MAY BE
FOUND OR LOCATED. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION,
EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND
EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE
EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH
NOW OR HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE LAW.




     (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR
RELATED TO THIS GUARANTY AGREEMENT OR ANY JOINDER AGREEMENT OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION
THEREWITH, EACH GUARANTOR AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE REVOLVING SECURED
PARTIES HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY
WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO
TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.




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



     27. Amendment and Restatement. The parties hereto agree that the Existing Guaranty
Agreement is hereby amended and restated in this Guaranty Agreement, and this Guaranty Agreement
shall constitute neither a release nor novation of any obligation or liability arising under the
Existing Guaranty Agreement nor a refinancing of any indebtedness or obligations arising thereunder
or under the Existing Credit Agreement or related documents, but



12









 







rather the obligations and liabilities in effect under the Existing Guaranty Agreement shall
continue in effect on the terms hereof.



[Signature page follows.]









13









 








     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Guaranty
Agreement as of the day and year first written above.



	 	 	 	 	 
	 	GUARANTORS:



ARNGAR, INC.

AUTOBAHN, INC.

AVALON FORD, INC.

CORNERSTONE ACCEPTANCE CORPORATION

FAA AUTO FACTORY, INC.

FAA BEVERLY HILLS, INC.

FAA CAPITOL N, INC.

FAA CONCORD H, INC.

FAA CONCORD T, INC.

FAA DUBLIN N, INC.

FAA DUBLIN VWD, INC.

FAA HOLDING CORP.

FAA LAS VEGAS H, INC.

FAA POWAY H, INC.

FAA POWAY T, INC.

FAA SAN BRUNO, INC.

FAA SANTA MONICA V, INC.

FAA SERRAMONTE, INC.

FAA SERRAMONTE H, INC.

FAA SERRAMONTE L, INC.

FAA STEVENS CREEK, INC.

FAA TORRANCE CPJ, INC.

FIRSTAMERICA AUTOMOTIVE, INC.

FORT MILL FORD, INC.

FORT MYERS COLLISION CENTER, LLC

FRANCISCAN MOTORS, INC.

FRONTIER OLDSMOBILE-CADILLAC, INC.

KRAMER MOTORS INCORPORATED

L DEALERSHIP GROUP, INC.

MARCUS DAVID CORPORATION

MASSEY CADILLAC, INC.

ONTARIO L, LLC

SAI AL HC1, INC.

SAI AL HC2, INC.

SAI ANN ARBOR IMPORTS, LLC

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



SUBSIDIARY GUARANTY AGREEMENT

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	 	SAI ATLANTA B, LLC

SAI BROKEN ARROW C, LLC

SAI CHARLOTTE M, LLC

SAI COLUMBUS MOTORS, LLC

SAI COLUMBUS VWK, LLC

SAI FL HC2, INC.

SAI FL HC3, INC.

SAI FL HC4, INC.

SAI FL HC6, INC.

SAI FL HC7, INC.

SAI FORT MYERS B, LLC

SAI FORT MYERS H, LLC

SAI FORT MYERS M, LLC

SAI FORT MYERS VW, LLC

SAI IRONDALE IMPORTS, LLC

SAI LONG BEACH B, INC.

SAI MD HC1, INC. 

SAI MONROVIA B, INC.

SAI MONTGOMERY B, LLC

SAI MONTGOMERY BCH, LLC

SAI MONTGOMERY CH, LLC

SAI NASHVILLE CSH, LLC

SAI NASHVILLE H, LLC

SAI NASHVILLE M, LLC

SAI NASHVILLE MOTORS, LLC

SAI OK HC1, INC. 

SAI OKLAHOMA CITY C, LLC

SAI OKLAHOMA CITY H, LLC

SAI ORLANDO CS, LLC

SAI RIVERSIDE C, LLC

SAI ROCKVILLE IMPORTS, LLC

SAI TN HC1, LLC 

SAI TN HC2, LLC

SAI TN HC3, LLC

SAI TULSA N, LLC

SANTA CLARA IMPORTED CARS, INC.

SONIC — 2185 CHAPMAN RD., CHATTANOOGA, LLC

SONIC — CALABASAS V, INC.

SONIC — CARSON F, INC.

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



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	 	SONIC — COAST CADILLAC, INC.

SONIC — DENVER T, INC.

SONIC — DOWNEY CADILLAC, INC.

SONIC — HARBOR CITY H, INC.

SONIC — LAS VEGAS C EAST, LLC

SONIC — LAS VEGAS C WEST, LLC

SONIC — LLOYD NISSAN, INC.

SONIC — LLOYD PONTIAC — CADILLAC, INC.

SONIC — LONE TREE CADILLAC, INC.

SONIC — LS, LLC

SONIC — MANHATTAN FAIRFAX, INC.

SONIC — MASSEY CHEVROLET, INC.

SONIC — NEWSOME CHEVROLET WORLD, INC.

SONIC — NEWSOME OF FLORENCE, INC.

SONIC — SANFORD CADILLAC, INC.

SONIC — SHOTTENKIRK, INC.

SONIC — STEVENS CREEK B, INC.

SONIC — WILLIAMS CADILLAC, INC.

SONIC AGENCY, INC. 

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

SONIC AUTOMOTIVE — 1720 MASON AVE., DB, LLC

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

SONIC AUTOMOTIVE — 9103 E. INDEPENDENCE, NC, LLC

SONIC AUTOMOTIVE 2752 LAURENS RD., GREENVILLE, INC.

SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC

SONIC AUTOMOTIVE F&I, LLC

SONIC AUTOMOTIVE OF CHATTANOOGA, LLC

SONIC AUTOMOTIVE OF NASHVILLE, LLC

SONIC AUTOMOTIVE OF NEVADA, INC.

SONIC AUTOMOTIVE SUPPORT, LLC

SONIC AUTOMOTIVE WEST, LLC

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

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



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

SONIC CALABASAS M, INC.

SONIC DEVELOPMENT, LLC

SONIC DIVISIONAL OPERATIONS, LLC

SONIC FREMONT, INC.

SONIC OF TEXAS, INC.

SONIC RESOURCES, INC.

SONIC SANTA MONICA M, INC.

SONIC SANTA MONICA S, INC.

SONIC TYSONS CORNER H, INC.

SONIC TYSONS CORNER INFINITI, INC.

SONIC WALNUT CREEK M, INC.

SONIC WILSHIRE CADILLAC, INC.

SONIC-BUENA PARK H, INC.

SONIC-CALABASAS A, INC.

SONIC-CAPITOL CADILLAC, INC.

SONIC-CAPITOL IMPORTS, INC.

SONIC-CARSON LM, INC.

SONIC-PLYMOUTH CADILLAC, INC.

SONIC-SATURN OF SILICON VALLEY, INC.

SONIC-VOLVO LV, LLC

SONIC-WEST COVINA T, INC.

SRE ALABAMA — 2, LLC

SRE ALABAMA-5, LLC

SRE CALIFORNIA — 1, LLC

SRE CALIFORNIA — 2, LLC

SRE CALIFORNIA — 4, LLC

SRE COLORADO — 1, LLC

SRE FLORIDA — 1, LLC

SRE FLORIDA — 2, LLC

SRE HOLDING, LLC

SRE NORTH CAROLINA — 2, LLC

SRE OKLAHOMA-1, LLC

SRE OKLAHOMA-2, LLC

SRE OKLAHOMA-5, LLC

SRE SOUTH CAROLINA — 3, LLC

SRE SOUTH CAROLINA — 4, LLC

SRE TENNESSEE-4, LLC

SRE VIRGINIA — 1, LLC

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



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	 	SREALESTATE ARIZONA — 2, LLC

SREALESTATE ARIZONA — 3, LLC

STEVENS CREEK CADILLAC, INC.

TOWN AND COUNTRY FORD, INCORPORATED

VILLAGE IMPORTED CARS, INC.

WINDWARD, INC.

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



	 	 	 	 	 
	 	
SAI GA HC1, LP

SONIC PEACHTREE INDUSTRIAL BLVD., L.P.

SONIC — STONE MOUNTAIN T, L.P.

 	 
	 	By:  	SAI GEORGIA, LLC, as Sole General Partner
 	 
	 	 	 	 
	 	 	By:
SONIC AUTOMOTIVE OF NEVADA, INC., as Sole Member 
	 
	 



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



	 	 	 	 	 
	 	

SONIC — LS CHEVROLET, L.P.

 	 
	 	By:  	SONIC — LS, LLC, as Sole General Partner
 	 



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



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	 	PHILPOTT MOTORS, LTD.

SONIC — CADILLAC D, L.P.

SONIC — CAMP FORD, L.P.

SONIC — CARROLLTON V, L.P.

SONIC — FORT WORTH T, L.P.

SONIC — FRANK PARRA AUTOPLEX, L.P.

SONIC — HOUSTON V, L.P.

SONIC — LUTE RILEY, L.P.

SONIC — MESQUITE HYUNDAI, L.P.

SONIC — RICHARDSON F, L.P.

SONIC — UNIVERSITY PARK A, L.P.

SONIC ADVANTAGE PA, L.P.

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

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

SONIC AUTOMOTIVE OF TEXAS, L.P.

SONIC HOUSTON JLR, LP

SONIC HOUSTON LR, L.P.

SONIC MOMENTUM B, L.P.

SONIC MOMENTUM JVP, L.P.

SONIC MOMENTUM VWA, L.P.

SONIC-CLEAR LAKE VOLKSWAGEN, L.P. 

SONIC-JERSEY VILLAGE VOLKSWAGEN, L.P.

SRE TEXAS — 1, L.P.

SRE TEXAS — 2, L.P.

SRE TEXAS — 3, L.P.

SRE TEXAS — 4, L.P.

SRE TEXAS — 5, L.P.

SRE TEXAS — 6, L.P.

SRE TEXAS — 7, L.P.

SRE TEXAS — 8, L.P.
    	 
	 	 	 
	 	By:  	SONIC OF TEXAS, INC., as Sole General Partner
 	 



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



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SAI CLEARWATER T, LLC

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



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



	 	 	 	 	 
	 	SAI COLUMBUS T, LLC

 	 
	 	By:  	SONIC AUTOMOTIVE, INC., as Sole Member
 	 



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



	 	 	 	 	 
	 	SAI GEORGIA LLC

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



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



	 	 	 	 	 
	 	

SAI IRONDALE L, LLC

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



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



	 	 	 	 	 
	 	

SAI OKLAHOMA CITY T, LLC

SAI TULSA T, LLC

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



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



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SAI ROCKVILLE L, LLC

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



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



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	 	REVOLVING ADMINISTRATIVE
AGENT:



BANK OF AMERICA, N.A., as Administrative Agent

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



SUBSIDIARY GUARANTY AGREEMENT

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