EX-10.55



 Exhibit 10.55 

AMENDMENT NO. 3 TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

This AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of
February 12, 2014 is made by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each Lender party hereto, BANK OF AMERICA, N.A., a national banking association organized and existing under the laws
of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and as Swing Line Lender and L/C Issuer and each of the
Loan Parties (as defined in the Credit Agreement) signatory hereto. 
 W I T N E S S E T H: 

WHEREAS, the Company, the Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as an L/C
Issuer, and the lenders parties thereto from time to time (collectively, the “Lenders” and individually, a “Lender”) have entered into that certain Second Amended and Restated Credit Agreement dated as
of July 8, 2011 as amended by that certain Amendment No. 1 thereto dated as of April 19, 2012 and effective as of March 31, 2012, and that certain Amendment No. 2 thereto dated as of March 14, 2013 (and as hereby
amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”; capitalized terms used in this Agreement and not otherwise defined herein shall have the
respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Company a revolving credit facility, including a letter of credit subfacility and a swing line subfacility; and 

WHEREAS, each of the Subsidiary Guarantors has entered into the Subsidiary Guaranty pursuant to which each has guaranteed the payment
and performance of the obligations of the Company under the Credit Agreement and other Loan Documents; and 
 WHEREAS, the Company
and the respective Loan Parties that are parties thereto have entered into the Security Agreement, the Escrow Security Agreement, the Pledge Agreement and other Security Instruments, securing the Obligations under the Credit Agreement and other Loan
Documents; and 
 WHEREAS, the Company has requested that the Administrative Agent and the Lenders amend certain provisions of the
Credit Agreement as set forth below, and the Administrative Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Agreement; 

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
 1. Amendments to Credit Agreement. Subject to the terms and conditions set
forth herein, the Credit Agreement is hereby amended as follows: 
 (a) The definition of “Cost of Acquisition” in
Section 1.02 of the Credit Agreement is amended so that, as amended, that definition shall read as follows: 

“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 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) to the extent such Acquisition (or any other Acquisition or proposed Acquisition included in the calculation of any threshold set forth in Section 6.14 or 7.12, including Acquisitions occurring
before the Amendment No. 3 Effectiveness Date) includes the purchase or leasing of any real property, the consideration attributable to such real property shall be excluded from the calculation of Cost of Acquisition, 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.

 (b) The following new definitions are added to Section 1.02 of the Credit Agreement, in the appropriate
alphabetical order: 
 “Acquisition Arrangement” has the meaning specified in Section 7.12. 

“Amendment No. 3 Effectiveness Date” means February 12, 2014. 

“Related Acquisition or Related Proposed Acquisition” means, with respect to any specified Acquisition (a
“Specified Acquisition”), any other Acquisition, or any proposed Acquisition subject to an Acquisition Arrangement, that in each case (a) is part of a related series of Acquisitions or proposed Acquisitions that includes the
Specified Acquisition, (b) involves any seller or transferor that is a seller or transferor (or an Affiliate of a seller or transferor) involved in the Specified Acquisition and (c) occurs or is reasonably expected to occur within six
(6) months before or after the date of the Specified Acquisition. 
 (c) Section 7.12 of the Credit
Agreement is amended in its entirety, so that, as amended, that Section shall read as follows: 
 7.12 Acquisitions.
Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose 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 (together with any other
Related Acquisition or Related Proposed Acquisition with respect to such Acquisition — whether or not occurring or expected to occur in the same fiscal year) is in excess of $50,000,000 or if the aggregate Cost of Acquisition of all
Acquisitions (including such Acquisition) occurring after the Closing Date is in excess of $175,000,000, (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 

  
 2 








 
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. 
 2. Effectiveness; Conditions Precedent. This
Agreement and the amendments to the Credit Agreement herein provided shall become effective at the time when each of the following conditions has been satisfied: 

(a) the Administrative Agent shall have received counterparts of this Agreement, duly executed by the Company, Bank of America,
as Administrative Agent, Revolving Swing Line Lender and L/C Issuer, each Guarantor and Lenders constituting Required Lenders; and 

(b) all fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the fees and expenses of
counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). 

3. Consent of the Loan Parties. Each Subsidiary Guarantor hereby consents, acknowledges and agrees to the amendments set forth herein
and hereby confirms and ratifies in all respects the Subsidiary Guaranty (including without limitation the continuation of such Subsidiary Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this
Agreement and the amendments contemplated hereby) and the enforceability of such Subsidiary Guaranty against such Subsidiary Guarantor in accordance with its terms. Each Loan Party hereby consents, acknowledges and agrees to the amendments set forth
herein and hereby confirms and ratifies in all respects each Security Instrument to which such Loan Party is a party (including without limitation the continuation of the perfection and priority of each Lien thereunder upon and after the
effectiveness of this Agreement and the amendments contemplated hereby) and the enforceability of such Security Instrument against such Loan Party in accordance with its terms. 

4. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Agreement, each Loan
Party represents and warrants to the Administrative Agent and the Lenders as follows: 
 (a) The representations and
warranties made by each Loan Party in Article V of the Credit Agreement and in each of the other Loan Documents to which such Loan Party is a party are true and correct on and as of the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of
Section 5.05 of the Credit Agreement will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; 

(b) The Persons appearing as Subsidiary Guarantors on the signature pages to this Agreement constitute all Persons who are
required to be Subsidiary Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Subsidiary Guarantors after the
Closing Date, and each of such Persons has become and remains a party to a Subsidiary Guaranty as a guarantor thereunder; 

  
 3 








 (c) This Agreement has been duly authorized, executed and delivered by the
Company and each of the other Loan Parties party hereto and constitutes a legal, valid and binding obligation of each such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally; and 
 (d) No Default or Event of
Default has occurred and is continuing. 
 5. Entire Agreement. This Agreement, together with all the Loan Documents (collectively,
the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to
such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty.
Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject
matter hereof or thereof. None of the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement. 

6. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all
other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms. 

7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any
party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic delivery (including by .pdf) shall be
effective as delivery of a manually executed counterpart of this Agreement. 
 8. Governing Law. This Agreement shall in all respects
be governed by, and construed in accordance with, the laws of the State of North Carolina applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions of Section 10.14 of
the Credit Agreement. 
 9. Enforceability. Should any one or more of the provisions of this Agreement be determined to be illegal or
unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 

10. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as
amended hereby and as further amended, modified, supplemented, restated, or amended and restated from time to time. 
 11. Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, each of the other Loan Parties, the Administrative Agent, the Lenders, and their respective successors, legal representatives, and assignees to the extent
such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement. 
 12. Loan Document. This
Agreement shall be deemed to be a “Loan Document” under and as defined in the Credit Agreement, for all purposes. 
 [Signature
pages follow.] 

  
 4 








 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/ HEATH R. BYRD

	Name:	 	Heath R. Byrd
	Title:	 	Executive Vice President and Chief Financial Officer









 
	
	REVOLVING SUBSIDIARY GRANTORS:
	
	ANTREV, LLC
	ARNGAR, INC.
	AUTOBAHN, INC.
	AVALON FORD, 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.
	FRANCISCAN MOTORS, INC.
	KRAMER MOTORS INCORPORATED
	L DEALERSHIP GROUP, INC.
	MARCUS DAVID CORPORATION
	MASSEY CADILLAC, INC.
	MOUNTAIN STATES MOTORS CO., INC.
	ONTARIO L, LLC
	SAI AL HC1, INC.
	SAI AL HC2, INC.
	SAI ANN ARBOR IMPORTS, LLC
	SAI ATLANTA B, LLC
	SAI BROKEN ARROW C, LLC
	SAI CHARLOTTE M, LLC
	SAI COLUMBUS MOTORS, LLC


  

			
	By:	 	 /s/ HEATH R. BYRD

	Name:	 	Heath R. Byrd
	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
	
	REVOLVING SUBSIDIARY GRANTORS:
	
	SAI COLUMBUS VWK, LLC
	SAI FL HC2, INC.
	SAI FL HC3, INC.
	SAI FL HC4, 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 SANTA CLARA K, INC.
	SAI TN HC1, LLC
	SAI TN HC2, LLC
	SAI TN HC3, LLC
	SAI TULSA N, LLC
	SANTA CLARA IMPORTED CARS, INC.
	SONIC-2185 CHAPMAN RD., CHATTANOOGA, LLC
	SONIC-CALABASAS V, INC.
	SONIC-CARSON F, INC.
	SONIC-DENVER T, INC.
	SONIC-DOWNEY CADILLAC, INC.
	SONIC-LAS VEGAS C WEST, LLC
	SONIC-LLOYD NISSAN, INC.


  

			
	By:	 	 /s/ HEATH R. BYRD

	Name:	 	Heath R. Byrd
	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	REVOLVING SUBSIDIARY GRANTORS:
	SONIC-LLOYD PONTIAC-CADILLAC, INC.
	SONIC-LONE TREE CADILLAC, INC.
	SONIC-LS, LLC
	SAI FAIRFAX B, LLC (f/k/a SONIC-    MANHATTAN FAIRFAX, INC.)
	SONIC-MASSEY CHEVROLET, INC.
	SONIC-NEWSOME CHEVROLET WORLD,     INC.
	SONIC-NEWSOME OF FLORENCE, INC.
	SONIC-NORTH CHARLESTON DODGE,     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.
	SAI CHAMBLEE V, LLC (f/k/a 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 CALABASAS M, INC.
	SONIC DEVELOPMENT, LLC
	SONIC DIVISIONAL OPERATIONS, LLC
	SONIC FREMONT, INC.
	SONIC OF TEXAS, INC.
	SONIC RESOURCES, INC.
		
	By:	 	 /s/ HEATH R. BYRD

	Name:	 	Heath R. Byrd
	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	REVOLVING SUBSIDIARY GRANTORS:
	SONIC SANTA MONICA M, INC.
	SONIC SANTA MONICA S, INC.
	SAI TYSONS CORNER H, LLC (f\k\a SONIC     TYSONS CORNER H, INC.)
	SAI TYSONS CORNER I, LLC     (f\k\a 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-HARBOR CITY H, INC.
	SONIC-PLYMOUTH CADILLAC, 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-3, LLC
	SRE CALIFORNIA-4, LLC
	SRE CALIFORNIA-5, LLC
	SRE CALIFORNIA-7 SCB, LLC
	SRE CALIFORNIA-8 SCH, LLC
	SRE COLORADO-1, LLC
	SRE FLORIDA-1, LLC
	SRE FLORIDA-2, LLC
	SRE HOLDING, LLC
	SRE OKLAHOMA-1, LLC
	SRE OKLAHOMA-2, LLC
	SRE OKLAHOMA-5, LLC
	SRE SOUTH CAROLINA-2, LLC
	SRE SOUTH CAROLINA-3, LLC
	SRE SOUTH CAROLINA-4, LLC
		
	By:	 	 /s/ HEATH R. BYRD

	Name:	 	Heath R. Byrd
	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
	
	REVOLVING SUBSIDIARY GRANTORS:
	SRE TENNESSEE-4, LLC
	SRE VIRGINIA-1, LLC
	STEVENS CREEK CADILLAC, INC.
	TOWN AND COUNTRY FORD, INCORPORATED
	WINDWARD, INC.


  

			
	By:	 	 /s/ HEATH R. BYRD

	Name:	 	Heath R. Byrd
	Title:	 	Vice President and Treasurer


  

			
	SAI GA HC1, LLC (f/k/a SAI GA HC1, LP)
		
	By:	 	SONIC AUTOMOTIVE OF NEVADA, INC., as Sole Member


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer


  

			
	 SAI STONE MOUNTAIN T, LLC (f/k/a SONIC-STONE MOUNTAIN T, L.P.)

	 SAI PEACHTREE, LLC (f/k/a SONIC PEACHTREE INDUSTRIAL BLVD., L.P.)

		
	By:	 	SAI GA HC1, LLC, as Sole Member


  

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


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer


  

			
	SONIC-LS CHEVROLET, L.P.
		
	By:	 	SONIC-LS, LLC, as Sole General Partner


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
	
	REVOLVING SUBSIDIARY GRANTORS:
	
	PHILPOTT MOTORS, LTD.
	SONIC-CADILLAC D, L.P.
	SONIC-CAMP FORD, L.P.
	SONIC-CARROLLTON V, L.P.
	SONIC-FORT WORTH T, L.P.
	SONIC-FRANK PARRA AUTOPLEX, L.P.
	SONIC-HOUSTON V, L.P.
	SONIC-LUTE RILEY, L.P.
	SONIC-RICHARDSON F, 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/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer
	
	SAI CLEARWATER T, LLC
		
	By:	 	SAI FL HC2, INC., as Sole Member
			
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	 REVOLVING SUBSIDIARY GRANTORS:

	
	SAI COLUMBUS T, LLC
		
	By:	 	SONIC AUTOMOTIVE, INC., as Sole Member


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer


  

			
	SAI IRONDALE L, LLC
		
	By:	 	SAI AL HC2, INC., as Sole Member


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer


  

			
	SAI OKLAHOMA CITY T, LLC
	SAI TULSA T, LLC
		
	By:	 	SAI OK HC1, INC., as Sole Member


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer


  

			
	SAI ROCKVILLE L, LLC
		
	By:	 	SAI MD HC1, INC., as Sole Member


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	 FLOORPLAN SUBSIDIARY GRANTORS:

	
	 ARNGAR, INC.

	 FAA CONCORD H, INC.

	 FAA LAS VEGAS H, INC.

	 FAA POWAY H, INC.

	 FAA SANTA MONICA V, INC.

	 FAA SERRAMONTE, INC.

	 FAA SERRAMONTE H, INC.

	 FAA STEVENS CREEK, INC.

	 FAA TORRANCE CPJ, INC.

	 FRANCISCAN MOTORS, INC.

	 KRAMER MOTORS INCORPORATED

	 SAI BROKEN ARROW C, LLC

	 SAI COLUMBUS MOTORS, LLC

	 SAI COLUMBUS VWK, LLC

	 SAI FORT MYERS H, LLC

	 SAI IRONDALE IMPORTS, LLC

	 SAI MONTGOMERY BCH, LLC

	 SAI MONTGOMERY CH, LLC

	 SAI NASHVILLE CSH, LLC

	 SAI NASHVILLE H, LLC

	 SAI NASHVILLE MOTORS, LLC

	 SAI OKLAHOMA CITY H, LLC

	 SAI ORLANDO CS, LLC

	 SAI RIVERSIDE C, LLC

	 SAI ROCKVILLE IMPORTS, LLC

	 SAI SANTA CLARA K, INC.

	 SANTA CLARA IMPORTED CARS, INC.

	 SONIC-2185 CHAPMAN RD., CHATTANOOGA, LLC

	 SONIC-LAS VEGAS C WEST, LLC

	 SONIC-LONE TREE CADILLAC, INC.

	 SONIC-NEWSOME CHEVROLET WORLD, INC.

	 SONIC-NEWSOME OF FLORENCE, INC.

	 SONIC-SHOTTENKIRK, INC.

	 SONIC AUTOMOTIVE-9103 E. INDEPENDENCE, NC, LLC

	 SAI CHAMBLEE V, LLC (f/k/a SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC)

		
	By:	 	 /s/ HEATH R. BYRD

	Name:	 	Heath R. Byrd
	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	 FLOORPLAN SUBSIDIARY GRANTORS:

	 SAI TYSONS CORNER H, LLC (f\k\a SONIC TYSONS CORNER H, INC.)

	 SAI TYSONS CORNER I, LLC (f\k\a SONIC TYSONS CORNER INFINITI, INC.)

	 SONIC-BUENA PARK H, INC.

	 SONIC-CALABASAS A, INC.

	 SONIC-CAPITOL CADILLAC, INC.

	 SONIC-CAPITOL IMPORTS, INC.

	 SONIC-HARBOR CITY H, INC.

	 SONIC-PLYMOUTH CADILLAC, INC.

	 SONIC-VOLVO LV, LLC

	 STEVENS CREEK CADILLAC, INC.

	 WINDWARD, INC.

		
	By:	 	 /s/ HEATH R. BYRD

	Name:	 	Heath R. Byrd
	Title:	 	Vice President and Treasurer
	
	SONIC-LS CHEVROLET, L.P.
		
	By:	 	SONIC-LS, LLC, as Sole General Partner


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer


  

			
	PHILPOTT MOTORS, LTD.
	SONIC-CADILLAC D, L.P.
	SONIC-HOUSTON V, L.P.
	SONIC-LUTE RILEY, L.P.
	SONIC ADVANTAGE PA, L.P.
	 SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P.

	SONIC HOUSTON JLR, LP
	SONIC HOUSTON LR, L.P.
	SONIC MOMENTUM JVP, L.P.
	SONIC MOMENTUM VWA, L.P.
		
	By:	 	SONIC OF TEXAS, INC., as Sole General Partner


  

					
		 	By:	 	 /s/ HEATH R. BYRD

		 	Name:	 	Heath R. Byrd
		 	Title:	 	Vice President and Treasurer



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	SONIC FINANCIAL CORPORATION
		
	By:	 	 /s/ WILLIAM R. BROOKS

	Name:	 	William R. Brooks
	Title:	 	Vice President



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	ADMINISTRATIVE AGENT:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ ANNE M. ZESCHKE

	Name:	 	Anne M. Zeschke
	Title:	 	Vice President



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	LENDERS:
	
	BANK OF AMERICA, N.A., as Swing Line Lender, L/C Issuer and as a Lender
		
	By:	 	 /s/ M. PATRICIA KAY

	Name:	 	M. Patricia Kay
	Title:	 	Senior Vice President



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ ADAM SIGMAN

	Name:	 	Adam Sigman
	Title:	 	Vice President



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	US BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ KRIS MILLER

	Name:	 	Kris Miller
	Title:	 	Vice President



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer and as a Lender
		
	By:	 	 /s/ JEFFREY E. BULLARD

	Name:	 	Jeffrey E. Bullard
	Title:	 	Senior Vice President



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	 MERCEDES-BENZ FINANCIAL SERVICES USA LLC

(f/k/a DCFS USA LLC), as a Lender

		
	By:	 	 /s/ MICHELLE NOWAK

	Name:	 	Michelle Nowak
	Title:	 	Credit Director, National Accounts



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ DAVID M. GARBARZ

	Name:	 	David M. Garbarz
	Title:	 	Senior Vice President



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	CAPITAL ONE, N.A. , as a Lender
		
	By:	 	 /s/ GEORGE TOWN

	Name:	 	George Town
	Title:	 	Vice President



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	BMW FINANCIAL SERVICES NA, LLC, as a Lender
		
	By:	 	 /s/ SCOTT BARGAR

	Name:	 	Scott Bargar
	Title:	 	Credit Manager, Commercial Finance
		
	By:	 	 /s/ PATRICK SULLIVAN

	Name:	 	Patrick Sullivan
	Title:	 	General Manager, Commercial Finance



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	TOYOTA MOTOR CREDIT CORPORATION, as a Lender
		
	By:	 	 /s/ STEVEN W. GORDON

	Name:	 	Steven W. Gordon
	Title:	 	National Accounts Manager



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	VW CREDIT, INC., as a Lender
		
	By:	 	 /s/ MATT DARNELL

	Name:	 	Matt Darnell
	Title:	 	General Manager, Commercial Credit



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate 








 
			
	WORLD OMNI FINANCIAL CORP., as a Lender
		
	By:	 	 /s/ WILLIAM SHOPE

	Name:	 	William Shope
	Title:	 	Vice President, Portfolio Management



  
 EXHIBIT I 

Form of Revolving Borrowing Base Certificate