exv10w22






Exhibit 10.22




AMENDMENT NO. 1 TO

AMENDED AND RESTATED CREDIT AGREEMENT




          This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of
February 25, 2010 is made by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the
“Company”), 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 (as defined in the Credit Agreement referred to below) (in such capacity, the
“Administrative Agent”), and as Swing Line Lender and an L/C Issuer, those existing Lenders under
such Credit Agreement party hereto, and each of the Subsidiary Guarantors (as defined in the Credit
Agreement) signatory hereto.




W I T N E S S E T H:




          WHEREAS, the Company, Bank of America, as Administrative Agent, Swing Line Lender and an L/C
Issuer, Wells Fargo Bank, National Association, as an L/C Issuer, and the Lenders have entered into
that certain Amended and Restated Credit Agreement dated as of January 15, 2010 (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 Amendment 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 facility and a revolving swing line facility; and




          WHEREAS, each of the Subsidiary Guarantors has entered into a Subsidiary Guaranty pursuant to
which it has guaranteed the payment and performance of (a) the obligations of the Company and other
Loan Parties under the Credit Agreement and the other Loan Documents and (b) certain other
Obligations; and




          WHEREAS, the Company and the respective Loan Parties that are parties thereto have entered
into the Security Agreement, the Pledge Agreement and other Security Instruments, securing the
Obligations under the Credit Agreement and other Loan Documents and certain other Obligations; and




          WHEREAS, the Company has advised the Administrative Agent and the Lenders that it desires to
amend certain provisions of the Credit Agreement to, among other things, (i) clarify the delivery
requirements for certain financing statements, certificates and other information, (ii) clarify
certain provisions relating to Indebtedness permitted by Section 7.03, (iii) clarify the
calculation of the Consolidated Total Debt to EBITDA Ratio set forth in Exhibit F (the Compliance
Certificate) and (iv) make certain typographical corrections, in each case as more particularly set
forth below, and the Administrative Agent and the Lenders signatory hereto are willing to effect
such amendments on the terms and conditions contained in this Amendment;




          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 following definition of “Eligible Used Vehicle Inventory” is added to
Section 1.02 of the Credit Agreement in the appropriate alphabetical order therein:





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



          (b)      The definition of “Permitted Indenture Refinancing Indebtedness” is amended by
deleting the phrase “provided, that (i) the amount of such Indebtedness is not increased at
the time of such refinancing, replacement, refunding, renewal or extension” and inserting the
following phrase in lieu thereof:





            “provided, that (i) the amount of such Indebtedness is not increased at the
time of such refinancing, replacement, refunding, renewal or extension (other than for the
reasonable fees, premiums or transaction costs incurred in connection with any such
refinancing, replacement, refunding, renewal or extension),”.



          (c)      Section 6.01 of the Credit Agreement is amended, so that, as amended, such section
shall read as follows:





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




            (a)      as soon as available, but in any event within ninety (90) days after the end of
each fiscal year of the Company (or if earlier, fifteen (15) days after the date required to
be filed with the SEC (without giving effect to any extension permitted by the SEC)):




                     (i)      an audited consolidated balance sheet of the Company and its Subsidiaries as at the
end of such fiscal year, setting forth in comparative form the figures for the previous
fiscal year, in reasonable detail and prepared in accordance with GAAP;




                      (ii)      a consolidating balance sheet of the Company and its Subsidiaries as at the end of
such fiscal year, with subtotals for (x) each Subsidiary, (y) all New Vehicle Borrowers
(excluding the results of any Dual Subsidiaries), and (z) Silo Subsidiaries and Dual
Subsidiaries grouped by each Silo Lender (including for such consolidating balance sheet, a
separate line item for used vehicle inventory for such Subsidiary groups, or in the case of
New Vehicle Borrowers (other than Dual Subsidiaries) Eligible Used Vehicle Inventory of such
New Vehicle Borrowers), in each case prior to intercompany eliminations (and, upon request
of the Administrative Agent, setting forth in comparative form the figures for the previous
fiscal year), all in reasonable detail and prepared in accordance with GAAP;




                      (iii)      the related audited consolidated statement of income or operations for such
fiscal year setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP;





2









 







                      (iv)      the related consolidating statements of income or operations for such fiscal year
with subtotals for (x) each Subsidiary, (y) all New Vehicle Borrowers (excluding the results
of any Dual Subsidiaries), and (z) Silo Subsidiaries and Dual Subsidiaries grouped by each
Silo Lender, in each case prior to intercompany eliminations (and, upon request of the
Administrative Agent, setting forth in comparative form the figures for the previous fiscal
year), all in reasonable detail and prepared in accordance with GAAP; and




                      (v)      the related audited consolidated statements of stockholders’ equity and cash flows
for such fiscal year setting forth in comparative form the figures for the previous fiscal
year, all in reasonable detail and prepared in accordance with GAAP;




such consolidated financial statements to be audited and accompanied by (i) a report and
opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably
acceptable to the Required Lenders as to whether such financial statements are free of
material misstatement, which report and opinion shall be prepared in accordance with audit
standards of the Public Company Accounting Oversight Board and applicable Securities Laws
and shall not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit or with respect to the absence of
material misstatement; and (ii) (A) management’s assessment of the effectiveness of the
Company’s internal controls over financial reporting as of the end of such fiscal year of
the Company as required in accordance with Item 308 of SEC Regulation S-K expressing a
conclusion which contains no statement that there is a material weakness in such internal
controls, except for such material weaknesses as to which the Required Lenders do not
object, and (B) an attestation report of such Registered Public Accounting Firm on
management’s assessment of, and the opinion of the Registered Public Accounting Firm
independently assessing the effectiveness of, the Company’s internal controls over financial
reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2
and Section 404 of Sarbanes-Oxley and expressing a conclusion which contains no statement
that there is a material weakness in such internal controls, except for such material
weakness as to which the Required Lenders do not object, and such consolidating statements
to be certified by a Responsible Officer of the Company to the effect that such statements
are fairly stated in all material respects when considered in relation to the consolidated
financial statements of the Company and its Subsidiaries;




          (b)      (i) as soon as available, but in any event within forty-five (45) days after the
end of each of the first three fiscal quarters of each fiscal year of the Company (or if
earlier, five days after the date required to be filed with the SEC (without giving effect
to any extension permitted by the SEC)):




                              (A)      an unaudited consolidated balance sheet of the Company and its Subsidiaries as at
the end of such fiscal quarter, setting forth in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year, in reasonable detail and prepared
in accordance with GAAP;





3









 






                              (B)      a consolidating balance sheet of the Company and its Subsidiaries as at the end of
such fiscal quarter, with subtotals for (x) each Subsidiary, (y) all New Vehicle Borrowers
(excluding the results of any Dual Subsidiaries), and (z) Silo Subsidiaries and Dual
Subsidiaries grouped by each Silo Lender (including for such consolidating balance sheet, a
separate line item for used vehicle inventory for such Subsidiary groups, or in the case of
New Vehicle Borrowers (other than Dual Subsidiaries) Eligible Used Vehicle Inventory of such
New Vehicle Borrowers), in each case prior to intercompany eliminations (and, upon the
request of the Administrative Agent, setting forth in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year), all in reasonable detail and
prepared in accordance with GAAP;




                              (C)      the related unaudited consolidated statement of income or operations for such
fiscal quarter (and the portion of the Company’s fiscal year then ended) setting forth in
each case in comparative form the figures for the corresponding fiscal quarter (and portion)
of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP;




                              (D)      the related consolidating statements of income or operations for such fiscal
quarter (and the portion of the Company’s fiscal year then ended) with subtotals for (x)
each Subsidiary, (y) all New Vehicle Borrowers (excluding the results of any Dual
Subsidiaries), and (z) Silo Subsidiaries and Dual Subsidiaries grouped by each Silo Lender,
in each case prior to intercompany eliminations (and, upon the request of the Administrative
Agent, setting forth in comparative form the figures for the corresponding fiscal quarter
(and portion) of the previous fiscal year), all in reasonable detail and prepared in
accordance with GAAP; and




                              (E)      the related unaudited consolidated statements of stockholders’ equity and cash
flows for such fiscal quarter (and the portion of the Company’s fiscal year then ended)
setting forth in comparative form the figures for the corresponding fiscal quarter (and
portion) of the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP;




such consolidated and consolidating financial statements described in this Section
6.01(b)(i) to be unaudited and certified by a Responsible Officer of the Company as
fairly presenting the financial condition, results of operations, shareholders’ equity and
cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes;




          (ii)      as soon as available, but in any event within thirty (30) days after the end of
each calendar month (including December, but excluding the last month of the fiscal quarter
periods described in Section 6.01(b)(i)) of each fiscal year of the Company (or if
earlier than such 30th day, five days after the date required to be filed with the SEC
(without giving effect to any extension permitted by the SEC)):





                              (A)      an unaudited consolidated balance sheet of the Company and its Subsidiaries as at
the end of such calendar month, setting forth in comparative





4









 







form the figures for the corresponding calendar month of the previous fiscal year, in
reasonable detail and prepared in accordance with GAAP;




                              (B)      a consolidating balance sheet of the Company and its Subsidiaries as at the end of
such calendar month, with subtotals for (x) each Subsidiary, (y) all New Vehicle Borrowers
(excluding the results of any Dual Subsidiaries), and (z) Silo Subsidiaries and Dual
Subsidiaries grouped by each Silo Lender (including for such consolidating balance sheet, a
separate line item for used vehicle inventory for such Subsidiary groups, or in the case of
New Vehicle Borrowers (other than Dual Subsidiaries) Eligible Used Vehicle Inventory of such
New Vehicle Borrowers), in each case prior to intercompany eliminations (and, upon the
request of the Administrative Agent, setting forth in comparative form the figures for the
corresponding calendar month of the previous fiscal year), all in reasonable detail and
prepared in accordance with GAAP;




                              (C)      the related unaudited consolidated statement of income or operations for such
calendar month (and the portion of the Company’s fiscal year then ended) setting forth in
each case in comparative form the figures for the corresponding calendar month (and portion)
of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP;




                              (D)      the related consolidating statements of income or operations for such calendar
month (and the portion of the Company’s fiscal year then ended) with subtotals for (x) each
Subsidiary, (y) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries),
and (z) Silo Subsidiaries and Dual Subsidiaries grouped by each Silo Lender, in each case
prior to intercompany eliminations (and, upon the request of the Administrative Agent,
setting forth in comparative form the figures for the corresponding calendar month (and
portion) of the previous fiscal year), all in reasonable detail and prepared in accordance
with GAAP; and




                              (E)      the related unaudited consolidated statements of stockholders’ equity and cash
flows for such calendar month (and the portion of the Company’s fiscal year then ended)
setting forth in comparative form the figures for the corresponding calendar month (and
portion) of the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP;




such consolidated and consolidating financial statements described in this Section
6.01(b)(ii) to be unaudited and certified by a Responsible Officer of the Company as
fairly presenting the financial condition, results of operations, shareholders’ equity and
cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes.




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




5









 





          (d)      Section 6.02(a)(i) of the Credit Agreement is hereby amended by deleting the
reference to “Section 6.01(b) (with respect to the last month of each fiscal quarter)” in
the second line thereof and replacing it with a reference to “Section 6.01(b)(i)”.




          (e)      Section 6.02(a)(ii) of the Credit Agreement is hereby amended by deleting the
reference to “Section 6.01(b) (with respect to each month other than the last month of a
fiscal quarter)” in the first line thereof and replacing it with a reference to “Section
6.01(b)(ii) (with respect to each January, February, April, May, July, August, October and
November)”.




          (f)      Section 6.02(b) of the Credit Agreement is hereby amended so that, as amended,
such section shall read as follows:





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



          (g)      Section 7.03(h) of the Credit Agreement is hereby amended by deleting the phrase
“less the aggregate principal amount of all 2002-4.25% Indenture Indebtedness that is
prepaid as permitted hereunder,” and inserting the following phrase in lieu thereof:





“plus the reasonable fees, premiums or transaction costs incurred in connection with
any such Permitted Indenture Refinancing Indebtedness, less the aggregate principal
amount of all 2002-4.25% Indenture Indebtedness and the related Permitted Indenture
Refinancing Indebtedness that is prepaid as permitted hereunder (other than with proceeds
from any Permitted Indenture Refinancing Indebtedness),”.



          (h)      Section 7.03(i) of the Credit Agreement is hereby amended by deleting the phrase
“less the aggregate principal amount of all 2003-8.625% Indenture Indebtedness that is
prepaid as permitted hereunder,” and inserting the following phrase in lieu thereof:





“plus the reasonable fees, premiums or transaction costs incurred in connection with
any such Permitted Indenture Refinancing Indebtedness, less the aggregate principal
amount of all 2003-8.625% Indenture Indebtedness and the related Permitted Indenture
Refinancing Indebtedness that is prepaid as permitted hereunder (other than with proceeds
from any Permitted Indenture Refinancing Indebtedness),”.



          (i)      Section 7.03(j) of the Credit Agreement is hereby amended by deleting the phrase
“less the aggregate principal amount of all 2003-8.625% Indenture Indebtedness that is
prepaid as permitted hereunder,” and inserting the following phrase in lieu thereof:





6









 





“plus the reasonable fees, premiums or transaction costs incurred in connection with
any such Permitted Indenture Refinancing Indebtedness, less the aggregate principal
amount of all 2009-5.0% Indenture Indebtedness and the related Permitted Indenture
Refinancing Indebtedness that is prepaid as permitted hereunder (other than with proceeds
from any Permitted Indenture Refinancing Indebtedness),”.



          (j)      Article IV of Exhibit F of the Credit Agreement is hereby amended so that,
as amended, such Article shall read as follows:




     “IV. Consolidated Total Debt to EBITDA Ratio.



	 	 	 	 	 	 	 
	A.
	 	Consolidated Total Outstanding Indebtedness (including any such Indebtedness that would otherwise be deemed to be equity solely because of the effect of FASB 14-1, which such Indebtedness is in the amount of $                     as of the Statement Date):	$	 	 	 
	 
	 	 	 	 
	B.
	 	Indebtedness under the New Vehicle Floorplan Facility:	$	 	 	 
	 
	 	 	 	 
	C.
	 	Permitted Silo Indebtedness for New Vehicle inventory:	$	 	 	 
	 
	 	 	 	 
	D.
	 	Temporary Additional Indebtedness as of Statement Date:	$	 	 	 
	 
	 	 	 	 
	E.
	 	Consolidated Total Debt numerator
at Statement Date (Line IV.A. – B – C. – D.):	$	 	 	 
	 
	 	 	 	 
	F.
	 	Consolidated EBITDA for Subject Period (Line III.B.3.):	$	 	 	 
	 
	 	 	 	 
	G.
	 	Consolidated Total Debt to EBITDA Ratio (Line IV.E. ÷ Line IV.F.):	 	                    
to 1”.






          2.      Effectiveness; Conditions Precedent. This Amendment and the amendments to the
Credit Agreement herein provided shall become effective upon satisfaction of the following
conditions precedent:




          (a)     the Administrative Agent shall have received:





	 	 (i)	 	counterparts of this Amendment, duly executed by the Company,
the other Loan Parties, the Administrative Agent and Lenders which constitute
Required Lenders;

	 
	 	 (ii)	 	such other documents, instruments, opinions, certifications,
undertakings, further assurances and other matters as the Administrative Agent,
the Swing Line Lender, any L/C Issuer or any Lender shall reasonably request;
and






          (b)     all fees and expenses payable to the Administrative Agent 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).





7









 








          3.      Consent of the Subsidiary Guarantors. 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 to which such Subsidiary Guarantor is a party (including without
limitation the continuation of such Subsidiary Guarantor’s payment and performance obligations
thereunder upon and after the effectiveness of this Amendment and the amendments contemplated
hereby) and the enforceability of such Subsidiary Guaranty against such Subsidiary Guarantor in
accordance with its terms.




          4.      Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Amendment, the Company and each Subsidiary Guarantor each represents
and warrants to the Administrative Agent and the Lenders as follows:




          (a)      The representations and warranties made by the Company and each Subsidiary Guarantor in
Article V of the Credit Agreement and in each of the other Loan Documents to which such
Person 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 and except that, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Credit Agreement;




          (b)      The Persons appearing as Subsidiary Guarantors on the signature pages to this Amendment
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 the Subsidiary Guaranty as a Subsidiary
Guarantor;




          (c)      This Amendment has been duly authorized, executed and delivered by the Company and the
Subsidiary Guarantors party hereto and constitutes a legal, valid and binding obligation of such
parties, 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 Amendment and 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 Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing
and in accordance with Section 10.01 of the Credit Agreement.





8









 








          6.      Full Force and Effect of Loan Documents. 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 Amendment 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 Amendment by telecopy or electronic delivery (including by
 .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.




          8.      Governing Law. This Amendment 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 Amendment 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, supplemented or
otherwise modified from time to time.




          11.      Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Company, the Administrative Agent, each of the Subsidiary Guarantors and 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.




[Signature pages follow.]





9









 





          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., as the Borrower






By:     /s/  DAVID P. COSPER 


Name:     David P. Cosper 


Title:        Vice Chairman and Chief Financial Officer 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page



 









 








SUBSIDIARY 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 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page





 









 








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 








AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








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 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








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 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page





 









 








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 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








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 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 









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 






AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page




 









 








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 






AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page





 











 





SONIC FINANCIAL CORPORATION:




SONIC FINANCIAL CORPORATION





By: /s/ WILLIAM R. BROOKS 

Name: William R. Brooks 

Title: Vice President 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page














 








ADMINISTRATIVE AGENT:




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





By:    /s/ ANNE M. ZESCHKE 

Name:   Anne M. Zeschke 

Title:  Vice President 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page














 








LENDERS:




BANK OF AMERICA, N.A., as a Lender, Swing Line Lender
and L/C Issuer





By:    /s/ M. PATRICIA KAY 

Name:   M. Patricia Kay 

Title:  Senior Vice President 






AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page
















 








DCFS USA LLC, as a Lender





By:    /s/ MICHELE NOWAK 

Name:   Michele Nowak 

Title:  Credit Director, National Accounts 









AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page














 






BMW FINANCIAL SERVICES NA, LLC, as a Lender





By: /s/ SCOTT BARGAR 

Name: Scott Bargar 

Title: Commercial Finance, Credit Manager, BMW Group 

Financial Services 







By: /s/ PATRICK SULLIVAN 

Name: Patrick Sullivan 

Title: GM, Commercial Finance, BMW Group
Financial 

Services 






AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page















 








TOYOTA MOTOR CREDIT CORPORATION, as a Lender




By: /s/ MARK DOI 

Name: Mark Doi 

Title: National Dealer Credit Manager 






AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page














 








JPMORGAN CHASE BANK, N.A., as Syndication Agent and
as a Lender




By: /s/ JEFFREY G. CALDER 

Name: Jeffrey Calder 

Title: Vice President 






AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page














 








WACHOVIA BANK, NATIONAL ASSOCIATION, as a
Lender




By: /s/ MICHAEL R. BURKITT 

Name: Michael R. Burkitt 

Title: Senior Vice President 






AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page

















 








COMERICA BANK, as a Lender




By: /s/ BILL SHOPE 

Name: Bill Shope 

Title: VP Portfolio Management 






AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page














 








WORLD OMNI FINANCIAL CORP., as a Lender




By: /s/ DAVID R. GARBARZ 

Name: David M. Garbarz 

Title: SVP 







AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page