exv10w67









Exhibit 10.67




SUBSIDIARY GUARANTY AGREEMENT





     THIS 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 “FLOORPLAN 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 Floorplan Credit Agreement
defined below (collectively with the Administrative Agent and the Revolving Administrative Agent
(as defined below), in its capacity as collateral agent under the Floorplan Credit Agreement, the
“Floorplan Secured Parties”). All capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Floorplan Credit Agreement.



W I T N E S S E T H:




     WHEREAS, the Floorplan Secured Parties have agreed to provide (i) Sonic Automotive, Inc. (the
“Company” and a “Borrower”) a used vehicle floorplan facility with a swing line
sublimit, and (ii) certain Subsidiaries of the Company (each a “New Vehicle Borrower” and
collectively with the Company, the “Borrowers” and each a “Borrower”) with a new
vehicle floorplan facility with a swing line sublimit, in each case pursuant to the terms of that
certain Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of the date hereof
among the Borrowers, the Administrative Agent, the Lenders and the Revolving Administrative Agent
in its capacity as collateral agent for the Floorplan Secured Parties (such agreement, as from time
to time amended, restated, supplemented or otherwise modified, the “Floorplan Credit
Agreement”); and



     WHEREAS, Bank of America, N.A. is a party to that certain Amended and Restated Credit
Agreement as of the date hereof among the Company, the lenders parties thereto from time to time
(the “Revolving Lenders”) and Bank of America, N.A., as administrative agent (in such
capacity, the “Revolving Administrative Agent”) for the Revolving Secured Parties (as such
term is defined in the Security Agreement); 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 under the Floorplan
Credit Agreement; and



     WHEREAS, each Guarantor is required to enter into this Guaranty Agreement pursuant to the
terms of the Floorplan 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 Floorplan Credit Agreement by the Floorplan Secured Parties was
the obligation of the Company to cause each Guarantor to enter into this



 









 







Guaranty Agreement, and
the Floorplan 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 consideration of the premises and mutual covenants contained herein, the
parties hereto agree 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 Floorplan 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) each Borrower’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 Floorplan Credit Agreement,
the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing,
arising, due or payable from any Borrower to any one or more of the Floorplan 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”)); and (b) each
Borrower’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
Borrower under the Floorplan Credit Agreement, the Notes and all other Loan Documents. The
Guarantors’ obligations to the Floorplan 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.



     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
Floorplan Credit Agreement, including without limitation, the Security Agreement.



     2. Payment. If any Borrower 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 Floorplan Credit
Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any
Event of Default under the Floorplan 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 Floorplan 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.



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     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 Floorplan 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 any Borrower or any Guarantor or any other party to a Related
Agreement, or the combination or consolidation of any Borrower or any Guarantor or any other
party to a Related Agreement into or with another entity or any
transfer or disposition of any assets of any Borrower 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 Floorplan 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 Floorplan Credit Agreement, any
other Loan Document or any other Related Agreement, including



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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 any Borrower 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 Floorplan Secured Party with respect thereto as against any
Borrower, or cause or permit to be invoked any alteration in the time, amount or manner of payment
by any Borrower 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 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 21 hereof, each Guarantor hereby unconditionally subordinates all present and
future debts, liabilities or obligations now or hereafter owing to such Guarantor (i) of any
Borrower, 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 Floorplan Secured Party and
arising under the Loan Documents. 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 Floorplan 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 Floorplan Secured
Parties separate and apart from all other funds, property and accounts of such Guarantor.



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     7. Suits. Each Guarantor from time to time shall pay to the Administrative Agent for
the benefit of the Floorplan 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 any Borrower, any other Guarantor, or any other
Person and whether or not the Floorplan 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
Floorplan 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 any Borrower or any or all of the Floorplan
Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims
otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan 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 Floorplan Secured Party or otherwise in the possession or control
of such Floorplan 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 Floorplan Secured Party, whether now existing or hereafter established, and
hereby authorizes each Floorplan Secured Party from and 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 Floorplan Secured Parties then due and in such amounts
as provided for in the Floorplan 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 Floorplan 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 otherwise loaning monies or
giving or extending credit to or for the benefit of any Borrower or any other Loan Party, or
otherwise entering into arrangements with any Loan Party giving rise to Guaranteed
Liabilities, whether pursuant to the Floorplan 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



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agrees that each Floorplan 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 Floorplan 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 Floorplan 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 any
Borrower 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 any Borrower, 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
FLOORPLAN CREDIT AGREEMENT.




     (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 21 hereof, such amount shall be held in
trust for the benefit of the Floorplan Secured Parties and shall forthwith be paid to the
Administrative Agent, for the benefit of the Floorplan Secured Parties, to be credited and
applied upon the Guarantors’ Obligations, whether matured or unmatured, in accordance with
the terms of the Floorplan Credit Agreement or otherwise as the Floorplan Secured Parties
may elect. The agreements in this subsection shall survive repayment of all of the
Guarantors’ Obligations, the termination or expiration of this



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Guaranty Agreement in any
manner, including but not limited to termination in accordance with Section 21
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 21 hereof. Any claim or claims that the Floorplan 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 Floorplan Secured Parties by written notice directed to
such Guarantor in accordance with Section 23 hereof.



     11. Representations and Warranties. Each Guarantor warrants and represents to the
Administrative Agent, for the benefit of the Floorplan 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.



     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 Floorplan
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 Floorplan
Secured Party in respect of any Guaranteed Liabilities is rescinded or must be restored for any
reason, or is repaid by any Floorplan 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 Floorplan 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.



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     15. Reliance. Each Guarantor represents and warrants to the Administrative Agent, for
the benefit of the Floorplan Secured Parties, that: (a) such Guarantor has adequate means to
obtain on a continuing basis (i) from any Borrower, 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 Floorplan
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 Floorplan 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 Floorplan 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 Floorplan 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 receives any such information from any Floorplan 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 Floorplan 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
1.02 and 1.05 of the Floorplan 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 Floorplan 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 21, neither this Guaranty Agreement nor any Joinder
Agreement nor any portion or provision hereof or thereof



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may be changed, altered, modified,
supplemented, discharged, canceled, terminated, or amended orally or in any manner other than as
provided in the Floorplan 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 Floorplan Credit
Agreement (to the extent permitted by the Floorplan 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 Floorplan 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. 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.



     20. 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 20, the provisions of Section
10.10 of the Floorplan Credit Agreement shall be applicable to this Guaranty Agreement.



     21. 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.



     22. 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 Floorplan
Secured Party provided by law or under the Floorplan Credit Agreement, the other Loan Documents or
other applicable agreements or instruments. The making of the Loans and other credit extensions
pursuant to the Floorplan 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



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hereof. Any amounts not paid when due under this
Guaranty Agreement shall bear interest at the Default Rate.



     23. 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 Floorplan Credit Agreement and (b) with respect to the
Administrative Agent or any other Floorplan Secured Party, at the Administrative Agent’s address
indicated in Schedule 10.02 of the Floorplan 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 Floorplan Credit Agreement for the giving and effectiveness of notices and
modifications of addresses thereunder.



     24. 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.



     25. 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.




     (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,



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ACTION OR
PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS FOR NOTICES
TO SUCH GUARANTOR IN EFFECT PURSUANT TO SECTION 23 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 FLOORPLAN 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.



[Signature page follows.]




11









 








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



	 	 	 
	 

	 	GUARANTORS:
	 
	 

	 	FAA CONCORD
H, INC.
	 

	 	FAA LAS
VEGAS H, INC.
	 

	 	FAA POWAY
H, INC.
	 

	 	FAA SANTA
MONICA V, INC.
	 

	 	FAA
SERRAMONTE H, INC.
	 

	 	FAA
SERRAMONTE, INC.
	 

	 	FAA STEVENS
CREEK, INC.
	 

	 	FRANCISCAN MOTORS, INC.
	 

	 	KRAMER MOTORS INCORPORATED
	 

	 	SAI
COLUMBUS MOTORS, LLC
	 

	 	SAI
COLUMBUS VWK, LLC
	 

	 	SAI FORT
MYERS H, LLC
	 

	 	SAI FORT
MYERS VW, LLC
	 

	 	SAI
IRONDALE IMPORTS, LLC
	 

	 	SAI
MONTGOMERY CH, LLC
	 

	 	SAI
NASHVILLE H, LLC
	 

	 	SAI
NASHVILLE MOTORS, LLC
	 

	 	SAI
OKLAHOMA CITY H, LLC
	 

	 	SAI TULSA
N, LLC
	 

	 	SANTA CLARA
IMPORTED CARS, INC.
	 

	 	SONIC —
2185 CHAPMAN RD., CHATTANOOGA, LLC
	 

	 	SONIC —
HARBOR CITY H, INC.
	 

	 	SONIC —
SHOTTENKIRK, INC.
	 

	 	SONIC
AUTOMOTIVE — 9103 E. INDEPENDENCE, NC, LLC
	 

	 	SONIC
AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC
	 

	 	SONIC FREMONT, INC.
	 

	 	SONIC TYSONS CORNER H, INC.
	 

	 	SONIC TYSONS CORNER INFINITI, INC.
	 

	 	SONIC-BUENA PARK H, INC.
	 

	 	SONIC-CALABASAS A, INC.
	 

	 	SONIC-CAPITOL IMPORTS, INC.
	 

	 	SONIC-VOLVO LV, LLC
	 

	 	WINDWARD, INC.






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



SUBSIDIARY GUARANTY AGREEMENT

Signature Page







 









 








	 	 	 
	 

	 	PHILPOTT MOTORS, LTD.
	 

	 	SONIC —
HOUSTON V, L.P.
	 

	 	SONIC — LUTE
RILEY, L.P.
	 

	 	SONIC
ADVANTAGE PA, L.P.
	 

	 	SONIC
HOUSTON JLR, LP
	 

	 	SONIC
HOUSTON LR, L.P.
	 

	 	SONIC
MOMENTUM JVP, L.P.
	 

	 	SONIC
MOMENTUM VWA, L.P.
	 

	 	SONIC-CLEAR LAKE VOLKSWAGEN, L.P.
	 

	 	SONIC-JERSEY VILLAGE VOLKSWAGEN, L.P.
	 
	 

	 	By: SONIC OF TEXAS, INC., as Sole General Partner






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



SUBSIDIARY GUARANTY AGREEMENT

Signature Page







 









 









	 	 	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

Signature Page