exv10w17






Exhibit 10.17




SECOND AMENDED AND RESTATED


SECURITY AGREEMENT




     THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is
made and entered into as of July 8, 2011 by and among SONIC AUTOMOTIVE, INC., a Delaware
corporation (the “Company” and a “Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES
OF THE COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A “REVOLVING SUBSIDIARY GRANTOR” AND
EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A REVOLVING JOINDER AGREEMENT
WHICH IDENTIFIES SUCH PERSON AS A “REVOLVING SUBSIDIARY GRANTOR” (each a “Revolving Subsidiary
Guarantor” and a “Revolving Subsidiary Grantor”, and collectively with the Company, the
“Revolving Grantors” and each a “Revolving Grantor”), EACH OF THE UNDERSIGNED
SUBSIDIARIES OF THE COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A “FLOORPLAN SUBSIDIARY
GRANTOR” AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A FLOORPLAN JOINDER
AGREEMENT WHICH IDENTIFIES SUCH PERSON AS A “FLOORPLAN SUBSIDIARY GRANTOR” (each a “Floorplan
Subsidiary Guarantor” and a “Floorplan Subsidiary Grantor” and collectively with the
Revolving Grantors, the “Grantors”), BANK OF AMERICA, N.A., a national banking association,
as Administrative Agent (in such capacity, the “Revolving Administrative Agent”) for each
of the lenders (the “Revolving Lenders”) now or hereafter party to the Revolving Credit
Agreement defined below (the Revolving Lenders, the Revolving Administrative Agent, and certain
other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more
particularly described in Section 21 hereof, being referred to collectively as the
“Revolving Secured Parties”), and the REVOLVING ADMINISTRATIVE AGENT in its capacity as the
collateral agent for each of the lenders (the “Floorplan Lenders”) now or hereafter party
to the Floorplan Credit Agreement defined below. (The Floorplan Lenders and the Floorplan
Administrative Agent, defined below, are referred to collectively as the “Floorplan Secured
Parties.” The Floorplan Secured Parties and Revolving Secured Parties are referred to
collectively as the “Secured Parties.”) All capitalized terms used but not otherwise
defined herein or pursuant to Section 1 hereof shall have the respective meanings assigned
thereto in the Revolving Credit Agreement.



W I T N E S S E T H:




     WHEREAS, the Company, the lenders party thereto (the “Existing Revolving Lenders”) and
the Revolving Administrative Agent entered into that certain Amended and Restated Credit Agreement
dated January 15, 2010, as amended prior to (but excluding) the date hereof (the “Existing
Revolving Credit Agreement”), pursuant to which certain of the Existing Revolving Lenders
agreed to make available to the Company a revolving credit facility, including a letter of credit
subfacility and a swingline subfacility; and



     WHEREAS, the Company, certain Subsidiaries of the Company party thereto (each an “Existing
New Vehicle Borrower”), the lenders party thereto (the “Existing Floorplan Lenders”)
and Bank of America, N.A., as administrative agent (in such capacity, the “Floorplan
Administrative Agent”) for the Existing Floorplan Lenders, entered into that certain Syndicated



 









 




New and Used Vehicle Floorplan Credit Agreement dated January 15, 2010, as amended prior to
(but excluding) the date hereof, the “Existing Floorplan Credit Agreement” and together
with the Existing Revolving Credit Agreement, the “Existing Credit Agreements”), pursuant
to which certain of the Existing Floorplan Lenders agreed to make available (a) to the Existing New
Vehicle Borrowers a revolving new vehicle floorplan facility, including a new vehicle swingline
subfacility and (b) to the Company a revolving used vehicle floorplan facility, including a used
vehicle swingline subfacility; and




     WHEREAS, the Company and certain Subsidiaries of the Company (the “Existing Grantors”)
entered into an Amended and Restated Security Agreement dated as of January 15, 2010 (as amended
prior to (but excluding) the date hereof, the “Existing Security Agreement”), pursuant to
which the Existing Grantors have secured their obligations arising under the Existing Credit
Agreements; and



     WHEREAS, the Company has requested that the Existing Revolving Credit Agreement be amended and
restated in order to, among other things, (a) extend the maturity date of the revolving credit
facility provided therein, (b) increase the maximum aggregate amount of the revolving credit
facility provided therein to $175,000,000 and (c) make certain other amendments to the Existing
Revolving Credit Agreement on the terms and conditions set forth in that certain Second Amended and
Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise
modified from time to time, the “Revolving Credit Agreement”) among the Company, the
Revolving Administrative Agent and the Revolving Lenders; and



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



     WHEREAS, as collateral security for payment and performance of the Revolving Obligations, the
Company and each Revolving Subsidiary Guarantor is willing to grant to the Revolving Administrative
Agent for the benefit of the Revolving Secured Parties a security interest in certain of its
personal property and assets pursuant to the terms of this Security Agreement; and



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



     WHEREAS, each Revolving Subsidiary Guarantor is a party (as signatory or by joinder) to the
Revolving Subsidiary Guaranty pursuant to which such Revolving Subsidiary Guarantor guarantees the
Revolving Obligations of the other Revolving Loan Parties; and



     WHEREAS, the Revolving Secured Parties are unwilling to enter into the Revolving Loan
Documents unless the Company and the Revolving Subsidiary Guarantors enter into this Security
Agreement; and



2









 







WHEREAS, the Company and the Existing New Vehicle Borrowers have requested that the Existing
Floorplan Credit Agreement be amended and restated in order to, among other things, (a) extend the
maturity date of the floorplan credit facility provided therein, (b) increase the maximum aggregate
amount of the revolving new vehicle floorplan facility and the revolving used vehicle floorplan
facility provided therein to $580,000,000 and (c) make certain other amendments to the Existing
Floorplan Credit Agreement on the terms and conditions set forth in that certain Amended and
Restated Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of the date hereof (as
amended, supplemented or otherwise modified from time to time, the “Floorplan Credit
Agreement”) among the Company, certain Subsidiaries of the Company (each a “New Vehicle
Borrower” and together with the Company, the “Floorplan Borrowers” and each
individually a “Floorplan Borrower”), the Floorplan Lenders and the Floorplan
Administrative Agent; and



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



     WHEREAS, as collateral security for payment and performance of the Floorplan Obligations, each
Floorplan Borrower and each other Floorplan Subsidiary Guarantor is willing to grant to the
Revolving Administrative Agent (as collateral agent for the benefit of the Floorplan Secured
Parties) a security interest in certain of its personal property and assets pursuant to the terms
of this Security Agreement; and



     WHEREAS, each Floorplan Borrower and each other Floorplan Subsidiary Grantor will materially
benefit from the Floorplan Loans to be made under the Floorplan Credit Agreement; and



     WHEREAS, each New Vehicle Borrower and each other Floorplan Subsidiary Guarantor is a party
(as signatory or by joinder) to the Floorplan Subsidiary Guaranty pursuant to which such New
Vehicle Borrower or such Floorplan Subsidiary Guarantor guarantees the Floorplan Obligations of the
other Floorplan Loan Parties; and



     WHEREAS, the Floorplan Secured Parties are unwilling to enter into the Floorplan Loan
Documents unless each Floorplan Borrower and each other Floorplan Subsidiary Guarantor enters into
this Security Agreement;



     NOW, THEREFORE, in order to:



     (i) induce the Revolving Lenders to amend and restate the Existing Revolving Credit Agreement;



     (ii) induce the Revolving Secured Parties to make available to the Company, or maintain, the
credit facilities provided for in the Revolving Credit Agreement;



3









 





     (iii) induce the Floorplan Lenders to amend and restate the Existing Floorplan Credit
Agreement; and



     (iv) induce the Floorplan Secured Parties to make available to the New Vehicle Borrowers, or
maintain the credit facilities provided for in the Floorplan Credit Agreement;



     the parties hereto agree as follows:



     1. Certain Definitions. Terms used in this Security Agreement, not otherwise
expressly defined herein or in the Revolving Credit Agreement, and for which meanings are provided
in the Uniform Commercial Code of the State of North Carolina (the “UCC”), shall have such
meanings. In addition, for purposes of this Security Agreement, the following terms have the
following definitions:



     “Collateral” has the meaning specified in Section 2(c).



     “Credit Agreements” means collectively the Floorplan Credit Agreement and the
Revolving Credit Agreement.



     “Default” means a Revolving Default or a Floorplan Default.



     “Event of Default” means a Revolving Event of Default or a Floorplan Event of Default.



     “Facilities Termination Date” means the later of the Facility Termination Date (as
defined in the Revolving Credit Agreement) and the Facility Termination Date (as defined in the
Floorplan Credit Agreement).



     “Floorplan Administrative Agent” has the meaning specified in the Recitals hereto.



     “Floorplan Collateral” has the meaning specified in Section 2(c).



     “Floorplan Credit Agreement” has the meaning specified in the Recitals hereto.



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



     “Floorplan Event of Default” has the meaning specified for the term “Event of Default”
in the Floorplan Credit Agreement.



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



     “Floorplan Lenders” has the meaning set forth in the preamble hereto.



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



4









 





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



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



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



     “Floorplan Secured Obligations” has the meaning specified in Section 2(b).



     “Floorplan Secured Parties” has the meaning specified in the preamble hereto.



     “Floorplan Security Instruments” has the meaning specified for the term “Security
Instruments” in the Floorplan Credit Agreement.



     “Floorplan Subsidiary Grantors” has the meaning specified in the preamble hereto.



     “Floorplan Subsidiary Guarantors” has the meaning specified in the preamble hereto.



     “Floorplan Subsidiary Guaranty” has the meaning specified for the term “Subsidiary
Guaranty” in the Floorplan Credit Agreement.



     “Joinder Agreements” means collectively the Revolving Joinder Agreements and the
Floorplan Joinder Agreements.



     “Lenders” means collectively the Revolving Lenders and the Floorplan Lenders.



     “Loan Parties” means collectively the Revolving Loan Parties and the Floorplan Loan
Parties.



     “Qualifying Control Agreement” shall have the meaning set forth on Schedule 1
hereto.



     “Revolving Administrative Agent” has the meaning specified in the preamble hereto.



     “Revolving Collateral” has the meaning specified in Section 2(c).



     “Revolving Credit Agreement” has the meaning specified in the Recitals hereto.



     “Revolving Default” has the meaning specified for the term “Default” in the Revolving
Credit Agreement.



     “Revolving Event of Default” has the meaning specified for the term “Event of Default”
in the Revolving Credit Agreement.



5









 





     “Revolving Joinder Agreement” has the meaning specified for the term “Joinder
Agreement” in the Revolving Credit Agreement.



     “Revolving Lenders” has the meaning set forth in the preamble hereto.



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



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



     “Revolving Loan Parties” has the meaning specified for the term “Loan Parties” in the
Revolving Credit Agreement.



     “Revolving Obligations” has the meaning specified for the term “Obligations” in the
Revolving Credit Agreement.



     “Revolving Secured Obligations” has the meaning specified in Section 2(a).



     “Revolving Secured Parties” has the meaning specified in the preamble hereto.



     “Revolving Security Instruments” has the meaning specified for the term “Security
Instruments” in the Revolving Credit Agreement.



     “Revolving Subsidiary Grantors” has the meaning specified in the preamble hereto.



     “Revolving Subsidiary Guarantors” has the meaning specified in the preamble hereto.



     “Revolving Subsidiary Guaranty” has the meaning specified for the term “Subsidiary
Guaranty” in the Revolving Credit Agreement.



     “Secured Obligations” means collectively the Floorplan Secured Obligations and the
Revolving Secured Obligations.



     “Secured Parties” has the meaning specified in the preamble hereto.



     “Security Instruments” means the Revolving Security Instruments and the Floorplan
Security Instruments.



     “SRE” means any Revolving Subsidiary Grantor whose sole business activity is the
ownership and leasing of real property and businesses substantially related or incidental thereto
(each an “SRE”).



6









 





     2. Grant of Security Interest.




     (a) The Company hereby grants as collateral security for the payment, performance and
satisfaction of all of its Revolving Obligations and the obligations and liabilities of any
Revolving Loan Party now existing or hereafter arising under Related Swap Contracts and
Secured Cash Management Arrangements, and each Revolving Subsidiary Grantor hereby grants as
collateral security for the payment, performance and satisfaction of all of its Guarantor’s
Obligations (as defined in the Revolving Subsidiary Guaranty) and the payment and
performance of its obligations and liabilities (whether now existing or hereafter arising)
hereunder or under any of the other Revolving Loan Documents to which it is now or hereafter
becomes a party (such obligations and liabilities of the Company and the Revolving
Subsidiary Grantors referred to collectively as the “Revolving Secured
Obligations”), to the Revolving Administrative Agent for the benefit of the Revolving
Secured Parties a continuing security interest in and to, and collaterally assigns to the
Revolving Administrative Agent for the benefit of the Revolving Secured Parties, all of the
personal property and trade fixtures of such Grantor or in which such Grantor has or may
have or acquire an interest or the power to transfer rights therein, whether now owned or
existing or hereafter created, acquired or arising and wheresoever located, including the
Collateral (as defined below).




     (b) Each New Vehicle Borrower hereby grants as collateral security for the payment,
performance and satisfaction of all of its Floorplan Obligations, and each other Floorplan
Subsidiary Grantor hereby grants as collateral security for the payment, performance and
satisfaction of all of its Guarantor’s Obligations (as defined in the Floorplan Subsidiary
Guaranty) and the payment and performance of its obligations and liabilities (whether now
existing or hereafter arising) hereunder or under any of the other Floorplan Loan Documents
to which it is now or hereafter becomes a party (such obligations and liabilities of the New
Vehicle Borrowers and the other Floorplan Subsidiary Grantors referred to collectively as
the “Floorplan Secured Obligations”), to the Revolving Administrative Agent for the
benefit of the Floorplan Secured Parties a continuing first priority security interest in
and to, and collaterally assigns to the Revolving Administrative Agent for the benefit of
the Floorplan Secured Parties, all of the personal property and trade fixtures of such
Grantor or in which such Grantor has or may have or acquire an interest or the power to
transfer rights therein, whether now owned or existing or hereafter created, acquired or
arising and wheresoever located, including the Collateral (as defined below).




     (c) All of the property and interests in property described in subsections (i) through
(xv) below are herein referred to as the “Collateral”:




     (i) All accounts, and including accounts receivable, contracts, bills,
acceptances, choses in action, and other forms of monetary obligations at any time
owing to such Grantor arising out of property sold, leased, licensed, assigned or
otherwise disposed of or for services rendered or to be rendered by such Grantor,
and all of such Grantor’s rights with respect to any property represented thereby,
whether or not delivered, property returned by customers and all rights as an



7









 







unpaid vendor or lienor, including rights of stoppage in transit and of
recovering possession by proceedings including replevin and reclamation
(collectively referred to hereinafter as “Accounts”);




     (ii) All new and used vehicle inventory (including all inventory consisting of
new or used automobiles or trucks with a gross vehicle weight of less than 16,000
pounds) in which such Grantor now or at any time hereafter may have an interest,
whether or not the same is in transit or in the constructive, actual or exclusive
occupancy or possession of such Grantor or is held by such Grantor or by others for
such Grantor’s account (all of the foregoing, collectively referred to hereinafter
as “Vehicle Inventory”);




     (iii) All other inventory, including all goods manufactured or acquired for
sale or lease, and any piece goods, raw materials, work in process and finished
merchandise, component materials, and all supplies, goods, incidentals, office
supplies, packaging materials and any and all items used or consumed in the
operation of the business of such Grantor or which may contribute to the finished
product or to the sale, promotion and shipment thereof, in which such Grantor now or
at any time hereafter may have an interest, whether or not the same is in transit or
in the constructive, actual or exclusive occupancy or possession of such Grantor or
is held by such Grantor or by others for such Grantor’s account, (together with the
Vehicle Inventory, collectively referred to hereinafter as “Inventory”);




     (iv) All goods, including all machinery, equipment, motor vehicles, parts,
supplies, apparatus, appliances, tools, patterns, molds, dies, blueprints, fittings,
furniture, furnishings, trade fixtures and articles of tangible personal property of
every description, and all computer programs embedded in any of the foregoing and
all supporting information relating to such computer programs (collectively referred
to hereinafter as “Equipment”);




     (v) Any right of such Grantor in (i) contracts in transit relating to any
Vehicle Inventory (including any Vehicle Inventory that has been sold, leased or
otherwise disposed of by such Grantor), (ii) any written or oral agreement of any
finance company or other Person to provide financing for, or to pay all or any
portion of the purchase price of any Vehicle Inventory (including any Vehicle
Inventory that has been sold, leased or otherwise disposed of by such Grantor) or
(iii) any amount to be received under such contracts or agreements (collectively
referred to hereinafter as “Contracts In Transit”);




     (vi) All other general intangibles, including all rights now or hereafter
accruing to such Grantor under contracts, leases, agreements or other instruments,
including all contracts or contract rights to perform or receive services, to
purchase or sell goods (including the Vehicle Inventory) or to hold or use land or
facilities, and to enforce all rights thereunder, all causes of action, corporate or
business records, inventions, patents and patent rights, rights in mask works,



8









 







designs, trade names and trademarks and all goodwill associated therewith,
trade secrets, trade processes, copyrights, licenses, permits, franchises, customer
lists, computer programs and software, all internet domain names and registration
rights thereto, all internet websites and the content thereof, all payment
intangibles, all claims under guaranties, tax refund claims, all rights and claims
against carriers and shippers, leases, all claims under insurance policies, all
interests in general and limited partnerships, limited liability companies, and
other Persons not constituting Investment Property (as defined below), all rights to
indemnification and all other intangible personal property and intellectual property
of every kind and nature, (together with the Contracts-In-Transit, collectively
referred to hereinafter as “General Intangibles”);




     (vii) All deposit accounts, including demand, time, savings, passbook, or other
similar accounts maintained with any bank by or for the benefit of such Grantor
(collectively referred to hereinafter as “Deposit Accounts”);




     (viii) All chattel paper, including tangible chattel paper, electronic chattel
paper, or any hybrid thereof (collectively referred to hereinafter as “Chattel
Paper”);




     (ix) All investment property, including all securities, security entitlements,
securities accounts, commodity contracts and commodity accounts of or maintained for
the benefit of such Grantor, but excluding (A) Pledged Interests subject to any
Pledge Agreement, (B) the Equity Interests of Sonic FFC 1, Inc., Sonic FFC 2, Inc.
or Sonic FFC 3, Inc., so long as such Person has no operations other than serving as
a special purpose entity for the repayment of Indebtedness identified on Schedule
7.03 of the Revolving Credit Agreement as of the Closing Date as “Falcon
Indebtedness” with proceeds of rental payments received by such Person in the amount
of such payments, and (C) the other property excluded by the last sentence of this
Section 2 (collectively referred to hereinafter as “Investment
Property”);




     (x) All instruments, including all promissory notes (collectively referred to
hereinafter as “Instruments”);




     (xi) All documents, including manufacturer statements of origin, certificates
or origin, and certificates of title or ownership relating to any Vehicle Inventory,
warehouse receipts, bills of lading and other documents of title (collectively
referred to hereinafter as “Documents”);




     (xii) All rights to payment or performance under letters of credit including
rights to proceeds of letters of credit (“Letter-of-Credit Rights”), and all
guaranties, endorsements, Liens, other Guarantee obligations or supporting
obligations of any Person securing or supporting the payment, performance, value or
liquidation of any of the foregoing (collectively, with Letter-of-Credit Rights,
referred to hereinafter as “Supporting Obligations”);



9









 






     (xiii) The commercial tort claims identified on Schedule 9(i) hereto, as such
Schedule may be supplemented from time to time in accordance with the terms hereof
(collectively referred to hereinafter as “Commercial Tort Claims”);




     (xiv) All books and records relating to any of the forgoing (including customer
data, credit files, ledgers, computer programs, printouts, and other computer
materials and records (and all media on which such data, files, programs, materials
and records are or may be stored)); and




     (xv) All proceeds, products and replacements of, accessions to, and
substitutions for, any of the foregoing, including without limitation, proceeds of
insurance policies insuring any of the foregoing.


All of the Collateral granted as collateral security for the Revolving Secured Obligations is
herein collectively referred to as the “Revolving Collateral”. All of the Collateral
granted as collateral security for the Floorplan Secured Obligations is herein referred to as the
“Floorplan Collateral”. Notwithstanding the foregoing, the grant of a security interest
and collateral assignment under this Section 2 shall not extend to (A) any Franchise
Agreement, Framework Agreement or similar manufacturer agreement to the extent that any such
Franchise Agreement, Framework Agreement or similar manufacturer agreement is not assignable or
capable of being encumbered as a matter of law or by the terms applicable thereto (unless any such
restriction on assignment or encumbrance is ineffective under the UCC or other applicable law),
without the consent of the applicable party thereto, (B) the “Restricted Equity Interests” as such
term is defined in that certain Second Amended and Restated Escrow and Security Agreement dated as
of even date among the Revolving Administrative Agent, the Company and the other Revolving Grantors
from time to time party thereto to the extent that applicable law or terms of the applicable
Franchise Agreement, Framework Agreement or similar manufacturer agreement would prohibit the
pledge or encumbrance thereof (except, in the case of the Revolving Collateral, to the extent that
any such restriction on assignment or encumbrance would be ineffective under the UCC or other
applicable law), without the consent of the applicable party thereto, or (C) the interests of any
SRE in any Permitted Real Estate Indebtedness Collateral.




     3. Perfection. As of the date of execution of this Security Agreement or a Revolving
Joinder Agreement or Floorplan Joinder Agreement by each Grantor, as applicable (with respect to
each Grantor, its “Applicable Date”), or prior thereto, such Grantor shall have:




     (a) furnished the Revolving Administrative Agent with duly authorized financing
statements in form, number and substance suitable for filing, sufficient under applicable
law, and satisfactory to the Revolving Administrative Agent in order that upon the filing of
the same the Revolving Administrative Agent, for the benefit of the Secured Parties, shall
have a duly perfected security interest in all Collateral in which a security interest can
be perfected by the filing of financing statements;




     (b) to the extent the Revolving Administrative Agent may request, made commercially
reasonable efforts to obtain and deliver to the Revolving Administrative



10









 







Agent with properly executed Qualifying Control Agreements, issuer acknowledgments of the
Revolving Administrative Agent’s interest in Letter-of-Credit Rights, and, to the extent
expressly required by either Credit Agreement, evidence of the placement of a restrictive
legend on tangible chattel paper (and the tangible components of electronic Chattel Paper),
and, to the extent expressly required by either Credit Agreement, taken appropriate action
acceptable to the Revolving Administrative Agent sufficient to establish the Revolving
Administrative Agent’s control of electronic Chattel Paper (and the electronic components of
hybrid Chattel Paper), as appropriate, with respect to Collateral in which either (i) a
security interest can be perfected only by control or such restrictive legending, or (ii) a
security interest perfected by control or accompanied by such restrictive legending shall
have priority as against a lien creditor, a purchaser of such Collateral from the applicable
Grantor, or a security interest perfected by Persons not having control or not accompanied
by such restrictive legending, in each case in form and substance acceptable to the
Revolving Administrative Agent and sufficient under applicable law so that the Revolving
Administrative Agent, for the benefit of the Secured Parties, shall have a security interest
in all such Collateral perfected by control; and




     (c) to the extent the Revolving Administrative Agent may request, made commercially
reasonable efforts to deliver to the Revolving Administrative Agent or, if the Revolving
Administrative Agent shall specifically consent in each instance, an agent or bailee of the
Revolving Administrative Agent who has acknowledged such status in a properly executed
Qualifying Control Agreement possession of all Collateral with respect to which either a
security interest can be perfected only by possession or a security interest perfected by
possession shall have priority as against Persons not having possession, and including in
the case of Instruments, Documents, and Investment Property in the form of certificated
securities, duly executed endorsements or stock powers in blank, as the case may be, affixed
thereto in form and substance acceptable to the Revolving Administrative Agent and
sufficient under applicable law so that the Revolving Administrative Agent, for the benefit
of the Secured Parties, shall have a security interest in all such Collateral perfected by
possession;


with the effect that the Liens conferred in favor of the Revolving Administrative Agent shall be
and remain duly perfected and of first priority, subject only, to the extent applicable, to Liens
allowed to exist under Section 7.01 of both Credit Agreements (“Permitted Liens”)
and allowed to have priority under Section 7.01 of the applicable Credit Agreement or the
Master Intercreditor Agreement. All financing statements (including all amendments thereto and
continuations thereof), control agreements, certificates, acknowledgments, stock powers and other
documents, electronic identification, restrictive legends, and instruments furnished in connection
with the creation, enforcement, protection, perfection or priority of the Revolving Administrative
Agent’s security interest in Collateral, including such items as are described above in this
Section 3, are sometimes referred to herein as “Perfection Documents”. The
delivery of possession of items of or evidencing Collateral, causing other Persons to execute and
deliver Perfection Documents as appropriate, the filing or recordation of Perfection Documents, the
establishment of control over items of Collateral, and the taking of such other actions as may be
necessary or advisable in the determination of the Revolving Administrative Agent to create,
enforce, protect, perfect, or establish or maintain the priority of, the security interest of the






11









 







Revolving Administrative Agent for the benefit of the Secured Parties in the Collateral is
sometimes referred to herein as “Perfection Action”.




     4. Maintenance of Security Interest; Further Assurances.




     (a) Each Grantor will from time to time at its own expense, deliver specific
assignments of Collateral or such other Perfection Documents, and take such other or
additional Perfection Action, as may be required by the terms of the Loan Documents or as
the Revolving Administrative Agent may reasonably request in connection with the
administration or enforcement of this Security Agreement or related to the Collateral or any
part thereof in order to carry out the terms of this Security Agreement, to perfect,
protect, maintain the priority of or enforce the Revolving Administrative Agent’s security
interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure
and confirm unto the Revolving Administrative Agent its rights, powers and remedies for the
benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor
hereby irrevocably authorizes the Revolving Administrative Agent to file (with, or to the
extent permitted by applicable law, without the signature of the Grantor appearing thereon)
financing statements (including amendments thereto and initial financing statements in lieu
of continuation statements) or other Perfection Documents (including copies thereof) showing
such Grantor as “debtor” at such time or times and in all filing offices as the Revolving
Administrative Agent may from time to time determine to be necessary or advisable to perfect
or protect the rights of the Revolving Administrative Agent and the Secured Parties
hereunder, or otherwise to give effect to the transactions herein contemplated, any of which
Perfection Documents may describe the Collateral as or including all assets of the Grantor.
Each Grantor hereby irrevocably ratifies and acknowledges the Revolving Administrative
Agent’s authority to have effected filings of Perfection Documents made by the Revolving
Administrative Agent prior to its Applicable Date.




     (b) With respect to any and all Collateral, each Grantor agrees to do and cause to be
done all things necessary to perfect, maintain the priority of and keep in full force the
security interest granted in favor of the Revolving Administrative Agent for the benefit of
the Secured Parties, including, but not limited to, the prompt payment upon demand therefor
by the Revolving Administrative Agent of all fees and expenses (including documentary stamp,
excise or intangibles taxes) incurred in connection with the preparation, delivery, or
filing of any Perfection Document or the taking of any Perfection Action to perfect, protect
or enforce a security interest in Collateral in favor of the Revolving Administrative Agent
for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so
paid when due shall constitute additional Secured Obligations and (in addition to other
rights and remedies resulting from such nonpayment) shall bear interest from the date of
demand until paid in full at the Default Rate.




     (c) Each Grantor agrees to maintain among its books and records appropriate notations
or evidence of, and to make or cause to be made appropriate disclosure upon its



12









 







financial statements of, the security interest granted hereunder to the Revolving
Administrative Agent for the benefit of the Secured Parties.




     (d) Each Grantor agrees that, in the event any proceeds (other than goods) of
Collateral shall be or become commingled with other property not constituting Collateral,
then such proceeds may, to the extent permitted by law, be identified by application of the
lowest intermediate balance rule to such commingled property.



     5. Receipt of Payment.




     (a) In the event a Revolving Event of Default shall occur and be continuing and a
Revolving Grantor (or any of its Affiliates, subsidiaries, stockholders, directors,
officers, employees or agents) shall receive any proceeds of Revolving Collateral, including
without limitation monies, checks, notes, drafts or any other items of payment, each
Revolving Grantor shall hold all such items of payment in trust for the Revolving
Administrative Agent for the benefit of the Revolving Secured Parties, and as the property
of the Revolving Administrative Agent for the benefit of the Revolving Secured Parties,
separate from the funds and other property of such Grantor, and no later than the first
Business Day following the receipt thereof, at the election of the Revolving Administrative
Agent, such Grantor shall cause such Revolving Collateral to be forwarded to the Revolving
Administrative Agent for its custody, possession and disposition on behalf of the Revolving
Secured Parties in accordance with the terms hereof and of the other Revolving Loan
Documents.




     (b) In the event a Floorplan Event of Default shall occur and be continuing and a
Floorplan Subsidiary Grantor (or any of its Affiliates, subsidiaries, stockholders,
directors, officers, employees or agents) shall receive any proceeds of Floorplan
Collateral, including without limitation monies, checks, notes, drafts or any other items of
payment, each Floorplan Subsidiary Grantor shall hold all such items of payment in trust for
the Revolving Administrative Agent for the benefit of the Floorplan Secured Parties, and as
the property of the Revolving Administrative Agent for the benefit of the Floorplan Secured
Parties, separate from the funds and other property of such Grantor, and no later than the
first Business Day following the receipt thereof, at the election of the Revolving
Administrative Agent, such Grantor shall cause such Floorplan Collateral to be forwarded to
the Revolving Administrative Agent for its custody, possession and disposition on behalf of
the Floorplan Secured Parties in accordance with the terms hereof and of the other Floorplan
Loan Documents.



     6. Preservation and Protection of Collateral.




     (a) The Revolving Administrative Agent shall be under no duty or liability with respect
to the collection, protection or preservation of the Collateral, or otherwise. Each Grantor
shall be responsible for the safekeeping of its Collateral, and in no event shall the
Revolving Administrative Agent have any responsibility for (i) any loss or damage thereto or
destruction thereof occurring or arising in any manner or fashion from any cause, (ii) any
diminution in the value thereof, or (iii) any act or default of any



13









 







carrier, warehouseman, bailee or forwarding agency thereof or other Person in any way
dealing with or handling such Collateral.




     (b) Each Grantor shall keep and maintain its tangible personal property Collateral in
good operating condition and repair, ordinary wear and tear excepted. No Grantor shall
permit any such items having an aggregate value in excess of $1,000,000 to become a fixture
to real property (unless such Grantor has granted the Revolving Administrative Agent for the
benefit of the Revolving Secured Parties a Lien on such real property having a priority
acceptable to the Revolving Administrative Agent or the Grantor has excluded such fixtures
from the Revolving Borrowing Base) or accessions to other personal property.




     (c) Each Grantor agrees (i) to pay prior to delinquency all taxes, charges and
assessments against the Collateral in which it has any interest, unless being contested in
good faith by appropriate proceedings diligently conducted and against which adequate
reserves have been established in accordance with GAAP applied on a basis consistent with
the application of GAAP in the Audited Financial Statements and evidenced to the
satisfaction of the Revolving Administrative Agent and provided that all enforcement
proceedings in the nature of levy or foreclosure are effectively stayed, and (ii) to cause
to be terminated and released all Liens (other than Permitted Liens) on the Collateral.
Upon the failure of any Grantor to so pay or contest such taxes, charges, or assessments, or
cause such Liens to be terminated, the Revolving Administrative Agent at its option may pay
or contest any of them or amounts relating thereto (the Revolving Administrative Agent
having the sole right to determine the legality or validity and the amount necessary to
discharge such taxes, charges, Liens or assessments) but shall not have any obligation to
make any such payment or contest. All sums so disbursed by the Revolving Administrative
Agent, including fees, charges and disbursements of counsel (“Attorney Costs”),
court costs, expenses and other charges related thereto, shall be payable on demand by the
applicable Grantor to the Revolving Administrative Agent and shall be additional Secured
Obligations secured by the Collateral, and any amounts not so paid on demand (in addition to
other rights and remedies resulting from such nonpayment) shall bear interest from the date
of demand until paid in full at the Default Rate.



     7. Status of Grantors and Collateral Generally. Each Grantor represents and warrants
to, and covenants with, the Revolving Administrative Agent for the benefit of the Secured Parties,
with respect to itself and the Collateral as to which it has or acquires any interest, that:




     (a) It is at its Applicable Date (or as to Collateral acquired after its Applicable
Date will be upon the acquisition of the same) and, except as permitted by both Credit
Agreements and subsection (b) of this Section 7, will continue to be, the owner of
the Collateral, free and clear of all Liens, other than the security interest hereunder in
favor of the Revolving Administrative Agent for the benefit of the Secured Parties and
Permitted Liens, and that it will at its own cost and expense defend such Collateral and any
products and proceeds thereof against all claims and demands of all Persons (other than
holders of Permitted Liens) to the extent of their claims permitted under both Credit



14









 







Agreements at any time claiming the same or any interest therein adverse to the Secured
Parties. Upon the failure of any Grantor to so defend, the Revolving Administrative Agent
may do so at its option but shall not have any obligation to do so. All sums so disbursed
by the Revolving Administrative Agent, including reasonable Attorney Costs, court costs,
expenses and other charges related thereto, shall be payable on demand by the applicable
Grantor to the Revolving Administrative Agent and shall be additional Secured Obligations
secured by the Collateral, and any amounts not so paid on demand (in addition to other
rights and remedies resulting from such nonpayment) shall bear interest from the date of
demand until paid in full at the Default Rate.




     (b) It shall not (i) sell, assign, transfer, lease, license or otherwise dispose of any
of, or grant any option with respect to, the Collateral, except for Dispositions permitted
under both Credit Agreements, (ii) create or suffer to exist any Lien upon or with respect
to any of the Collateral except for the security interests created by this Security
Agreement and Permitted Liens, or (iii) take any other action in connection with any of the
Collateral that would materially impair the value of the interest or rights of such Grantor
in the Collateral taken as a whole or that would materially impair the interest or rights of
the Revolving Administrative Agent for the benefit of the Secured Parties.




     (c) It has full power, legal right and lawful authority to enter into this Security
Agreement (and any Revolving Joinder Agreement or Floorplan Joinder Agreement applicable to
it) and to perform its terms, including the grant of the security interests in the
Collateral herein provided for.




     (d) No authorization, consent, approval or other action by, and no notice to or filing
with, any Governmental Authority or any other Person which has not been given or obtained,
as the case may be, is required either (i) for the grant by such Grantor of the security
interests granted hereby or for the execution, delivery or performance of this Security
Agreement (or any Revolving Joinder Agreement or Floorplan Joinder Agreement) by such
Grantor, or (ii) for the perfection of or the exercise by the Revolving Administrative
Agent, on behalf of the Secured Parties, of its rights and remedies hereunder, except for
action required by the Uniform Commercial Code to perfect and exercise remedies with respect
to the security interest conferred hereunder.




     (e) No effective financing statement or other Perfection Document similar in effect,
nor any other Perfection Action, covering all or any part of the Collateral purported to be
granted or taken by or on behalf of such Grantor (or by or on behalf of any other Person and
which remains effective as against all or any part of the Collateral) has been filed in any
recording office, delivered to another Person for filing (whether upon the occurrence of a
contingency or otherwise), or otherwise taken, as the case may be, except such as pertain to
Permitted Liens and such as may have been filed for the benefit of, delivered to, or taken
in favor of, the Revolving Administrative Agent for the benefit of the Secured Parties in
connection with the security interests conferred hereunder.



15









 






     (f) Schedule 7(f) attached hereto contains true and complete information as to
each of the following: (i) the exact legal name of each Grantor as it appears in its
Organization Documents as of its Applicable Date and at any time during the five (5) year
period ending as of its Applicable Date (the “Covered Period”), (ii) the
jurisdiction of formation and form of organization of each Grantor, and the identification
number of such Grantor in its jurisdiction of formation (if any), (iii) each address of the
chief executive office of each Grantor as of its Applicable Date and at any time during the
Covered Period, (iv) all trade names or trade styles used by such Grantor as of its
Applicable Date and at any time during the Covered Period, (v) the address of each location
of such Grantor at which any tangible personal property Collateral (including Account
Records and Account Documents) is located at its Applicable Date or has been located at any
time during the Covered Period, (vi) with respect to each location described in clause (v)
that is not owned beneficially and of record by such Grantor, the name and address of the
owner thereof; and (vii) the name of each Person other than such Grantor and the address of
such Person at which any tangible personal property Collateral of such Grantor is held under
any warehouse, consignment, bailment or other arrangement as of its Applicable Date. No
Grantor shall change its name, change its jurisdiction of formation (whether by
reincorporation, merger or otherwise), change the location of its chief executive office, or
utilize any additional location where tangible personal property Collateral (including
Account Records and Account Documents) may be located, except in each case upon giving not
less than thirty (30) days’ prior written notice to the Revolving Administrative Agent and
taking or causing to be taken at such Grantor’s expense all such Perfection Action,
including the delivery of such Perfection Documents, as may be reasonably requested by the
Revolving Administrative Agent to perfect or protect, or maintain the perfection and
priority of, the Lien of the Revolving Administrative Agent for the benefit of the Secured
Parties in Collateral contemplated hereunder.




     (g) No Grantor shall engage in any consignment transaction in respect of any of the
Collateral, whether as consignee or consignor.




     (h) No Grantor shall cause, suffer or permit any of the tangible personal property
Collateral (i) to be evidenced by any document of title (except for shipping documents as
necessary or customary to effect the receipt of such Collateral or the delivery of such
Collateral to such Grantor or to customers, in each case in the ordinary course of business,
and motor vehicle certificates of title) or (ii) to be in the possession, custody or control
of any warehouseman or other bailee (except pursuant to Section 6.13 of both Credit
Agreements) unless (x) such location and Person are set forth on Schedule 7(f) or
the Revolving Administrative Agent shall have received not less than thirty (30) days’ prior
written notice of each such transaction, (y) the Revolving Administrative Agent shall have
received, upon its request, a duly executed Qualifying Control Agreement from such
warehouseman or bailee, and (z) the Grantor shall have caused at its expense to be prepared
and executed such additional Perfection Documents and to be taken such other Perfection
Action as the Revolving Administrative Agent may deem necessary or advisable to carry out
the transactions contemplated by this Security Agreement.



16









 






     (i) No tangible personal property Collateral is or shall be located at any location
that is leased by such Grantor from any other Person, unless (x) such location and lessor is
set forth on Schedule 6.13 of both Credit Agreements (as such Schedule may be
revised from time to time in accordance with the applicable Credit Agreement), (y) at the
request of the Revolving Administrative Agent, such Grantor uses commercially reasonable
efforts (and provides evidence of such efforts) to cause such lessor within 90 days of the
Applicable Date to acknowledge the Lien in favor of the Revolving Administrative Agent for
the benefit of the Secured Parties conferred hereunder and waives its statutory and
consensual liens and rights with respect to such Collateral in form and substance acceptable
to the Revolving Administrative Agent and delivered in writing to the Revolving
Administrative Agent prior to any Collateral being located at any such location, and (z) the
Grantor shall have caused at its expense to be prepared and executed such additional
Perfection Documents and to be taken such other Perfection Action as the Revolving
Administrative Agent may deem necessary or advisable to carry out the transactions
contemplated by this Security Agreement.



     8. Inspection. The Revolving Administrative Agent (by any of its officers, employees
and agents), on behalf of the Secured Parties, shall have the right upon prior notice to an
executive officer of any Grantor, and at any reasonable times during such Grantor’s usual business
hours, to inspect the Collateral (including inspecting Vehicles and conducting random samples of
the Net Book Value of the Used Vehicles), all records related thereto (and to make extracts or
copies from such records), and the premises upon which any of the Collateral is located, to discuss
such Grantor’s affairs and finances with any Person (other than Persons obligated on any Accounts
(“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and to
verify with any Person other than (except as expressly otherwise permitted in the Loan Documents)
Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating
to, the Collateral and, if an Event of Default has occurred and is continuing, to discuss such
Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount,
quality, value and condition of, or any other matter relating to, the Collateral with such Account
Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the
Revolving Administrative Agent may at any time and from time to time employ and maintain on such
Grantor’s premises a custodian selected by the Revolving Administrative Agent who shall have full
authority to do all acts necessary to protect the Revolving Administrative Agent’s (for the benefit
of the Secured Parties) interest. All expenses incurred by the Revolving Administrative Agent, on
behalf of the Secured Parties, by reason of the employment of such custodian shall be paid by such
Grantor on demand from time to time and shall be added to the Secured Obligations secured by the
Collateral, and any amounts not so paid on demand (in addition to other rights and remedies
resulting from such nonpayment) shall bear interest from the date of demand until paid in full at
the Default Rate.



     9. Specific Collateral.




     (a) Accounts. With respect to its Accounts whether now existing or hereafter created
or acquired and wheresoever located, each Grantor represents, warrants and



17









 







covenants to the Revolving Administrative Agent for the benefit of the Secured Parties that:




     (i) Such Grantor shall keep accurate and complete records of its Accounts
(“Account Records”) and from time to time, at the Revolving Administrative
Agent’s request, the Company shall provide the Revolving Administrative Agent with a
schedule of Accounts in excess of $1,000,000 in form and substance acceptable to the
Revolving Administrative Agent describing all Accounts created or acquired by all
Grantors (“Schedule of Accounts”); provided, however, that
the Company’s failure to execute and deliver any such Schedule of Accounts shall not
affect or limit the Revolving Administrative Agent’s security interest or other
rights in and to any Accounts for the benefit of the Secured Parties. If requested
by the Revolving Administrative Agent, each Grantor shall furnish the Revolving
Administrative Agent with copies of proof of delivery and other documents relating
to the Accounts so scheduled, including without limitation repayment histories and
present status reports (collectively, “Account Documents”) and such other
matter and information relating to the status of then existing Accounts as the
Revolving Administrative Agent shall request.




     (ii) All Account Records and Account Documents are and shall at all times be
located only at such Grantor’s current chief executive office as set forth on
Schedule 7(f) attached hereto, such other locations as are specifically
identified on Schedule 7(f) attached hereto as an “Account Documents
location,” or as to which the Grantor has complied with Section 7(f)
hereof.




     (iii) The Accounts are genuine, are in all respects what they purport to be,
are not evidenced by an instrument or document or, if evidenced by an instrument or
document, are only evidenced by one original instrument or document.




     (iv) The Accounts cover bona fide sales and deliveries of Inventory or sales,
leases, licenses or other dispositions of property usually dealt in by such Grantor,
or the rendition by such Grantor of services, to an Account Debtor in the ordinary
course of business.




     (v) The amounts of the face value of any Account shown or reflected on any
Schedule of Accounts, invoice statement, or certificate delivered to the Revolving
Administrative Agent, are actually owing to the applicable Grantor and are not
contingent for any reason; and there are no setoffs, discounts, allowances, claims,
counterclaims or disputes of any kind or description in an amount greater than
$1,000,000 in the aggregate for all the Grantors, or greater than $250,000 per
Account, existing or asserted with respect thereto and such Grantor has not made any
agreement with any Account Debtor thereunder for any deduction therefrom, except as
may be stated in the Schedule of Accounts and reflected in the calculation of the
face value of each respective invoice related thereto.



18









 






     (vi) Except for conditions generally applicable to such Grantor’s industry and
markets, there are no facts, events, or occurrences known to such Grantor pertaining
particularly to any Accounts which are reasonably expected to materially impair in
any way the validity, collectibility or enforcement of Accounts that would
reasonably be likely, in the aggregate, to be of material economic value, or in the
aggregate materially reduce the amount payable thereunder from the amount of the
invoice face value shown on any Schedule of Accounts, or on any certificate,
contract, invoice or statement delivered to the Revolving Administrative Agent with
respect thereto.




     (vii) The property or services giving rise thereto are not, and were not at the
time of the sale or performance thereof, subject to any Lien, claim, encumbrance or
security interest, except those of the Revolving Administrative Agent for the
benefit of Secured Parties and Permitted Liens.




     (viii) In the event any amounts due and owing in excess of $1,000,000 in the
aggregate, are in dispute between any Account Debtor and a Grantor (which shall
include without limitation any dispute in which an offset claim or counterclaim may
result), such Grantor shall provide the Revolving Administrative Agent with written
notice thereof as soon as practicable, explaining in detail the reason for the
dispute, all claims related thereto and the amount in controversy.




     (b) Inventory. With respect to its Inventory whether now existing or hereafter
created or acquired and wheresoever located, each Grantor represents, warrants and covenants
to the Revolving Administrative Agent for the benefit of the Secured Parties that:




     (i) Such Grantor shall (A) keep accurate and complete records itemizing and
describing (1) with respect to its Vehicle Inventory, each new and used vehicle,
including the year, make, model, cost, price, location and Vehicle Identification
Number, (2) with respect to all Inventory, the kind, type, location and quantity of
such Inventory, its cost therefor and the selling price of Inventory held for sale,
and the daily withdrawals therefrom and additions thereto, and (B) furnish to the
Revolving Administrative Agent from time to time, at the Revolving Administrative
Agent’s request, a current schedule of Inventory (including Vehicle Inventory) based
upon its most recent physical inventory and its daily inventory records. Each
Grantor shall conduct a physical inventory no less frequently than annually, and
shall furnish to the Revolving Administrative Agent such other documents and reports
thereof as the Revolving Administrative Agent shall reasonably request with respect
to the Inventory.




     (ii) All Inventory (other than Vehicle Inventory) is and shall at all times be
located only at such Grantor’s locations as set forth on Schedule 7(f)
attached hereto, or at such other locations as to which such Grantor has complied



19









 







with Section 7(f) hereof. No Grantor shall, other than in the ordinary
course of business in connection with its sale, lease, license or other permitted
Disposition, remove any Inventory from such locations.




     (iii) All Vehicle Inventory is and shall (except as set forth in Section
6.13 of both Credit Agreements) at all times be located only at such Grantor’s
locations as set forth on Schedule 6.13 of both Credit Agreements (as such
Schedule may be revised from time to time in accordance with the terms of the
applicable Credit Agreement). No Grantor shall, other than in the ordinary course
of business in connection with its sale, lease, license or other permitted
Disposition, or as set forth in Section 6.13 of both Credit Agreements,
remove any Vehicle Inventory from such locations.




     (iv) If any Account Debtor returns any Inventory to a Grantor after shipment
thereof, and such return generates a credit in excess of $1,000,000 in the aggregate
on any Accounts of such Account Debtor, such Grantor shall notify the Revolving
Administrative Agent in writing of the same as soon as practicable.




     (c) Equipment. With respect to its Equipment whether now existing or hereafter
created or acquired and wheresoever located, each Grantor represents, warrants and covenants
to the Revolving Administrative Agent for the benefit of the Secured Parties that:




     (i) Such Grantor, as soon as practicable following a request therefor by the
Revolving Administrative Agent during the continuance of an Event of Default, shall
deliver to the Revolving Administrative Agent any and all evidence of ownership of
any of the Equipment (including without limitation certificates of title and
applications for title).




     (ii) Such Grantor shall maintain accurate, itemized records describing the
kind, type, quality, quantity and value of its Equipment and shall furnish the
Revolving Administrative Agent upon request during the continuance of an Event of
Default with a current schedule containing the foregoing information, but, other
than during the continuance of an Event of Default, not more often than once per
fiscal quarter.




     (iii) All Equipment is and shall at all times be located only at such Grantor’s
locations as set forth on Schedule 7(f) attached hereto or at such other
locations as to which such Grantor has complied with Section 7(f) hereof.
No Grantor shall, other than as expressly permitted under the Credit Agreements,
sell, lease, transfer, dispose of or, other than for repairs in the ordinary course
of such Grantor’s business, remove any Equipment from such locations.




     (d) Supporting Obligations. With respect to its Supporting Obligations whether
now existing or hereafter created or acquired and wheresoever located, each



20









 







Grantor represents, warrants and covenants to the Revolving Administrative Agent for the
benefit of the Secured Parties that:




     (i) Such Grantor shall (i) furnish to the Revolving Administrative Agent from
time to time at the Revolving Administrative Agent’s request, a current list
identifying in reasonable detail each Supporting Obligation relating to any
Collateral from a single obligor in excess of $1,000,000, and (ii) upon the request
of the Revolving Administrative Agent from time to time following the occurrence and
during the continuance of any Default or Event of Default, deliver to the Revolving
Administrative Agent the originals of all documents evidencing or constituting
Supporting Obligations, together with such other documentation (executed as
appropriate by the Grantor) and information as may be necessary to enable the
Revolving Administrative Agent to realize upon the Supporting Obligations in
accordance with their respective terms or transfer the Supporting Obligations as may
be permitted under the Loan Documents or by applicable law.




     (ii) With respect to each letter of credit giving rise to Letter-of-Credit
Rights that has an aggregate stated amount available to be drawn in excess of
$500,000, such Grantor shall, at the request of the Revolving Administrative Agent
cause the issuer thereof to execute and deliver to the Revolving Administrative
Agent a Qualifying Control Agreement.




     (iii) With respect to each transferable letter of credit giving rise to
Letter-of-Credit Rights that has an aggregate stated amount available to be drawn in
excess of $500,000, such Grantor shall, at the Revolving Administrative Agent’s
request upon and during the continuance of any Default or Event of Default, deliver
to the Revolving Administrative Agent a duly executed, undated transfer form in
blank sufficient in form and substance under the terms of the related letter of
credit to effect, upon completion and delivery to the letter of credit issuer
together with any required fee, the transfer of such letter of credit to the
transferee identified in such form. Each Grantor hereby expressly authorizes the
Revolving Administrative Agent following the occurrence and during the continuance
of any Event of Default to complete and tender each such transfer form as transferor
in its own name or in the name, place and stead of the Grantor in order to effect
any such transfer, either to the Revolving Administrative Agent or to another
transferee, as the case may be, in connection with any sale or other disposition of
Collateral or for any other purpose permitted under the Loan Documents or by
applicable law.




     (e) Investment Property. With respect to its Investment Property whether now
existing or hereafter created or acquired and wheresoever located, each Grantor represents,
warrants and covenants to the Revolving Administrative Agent for the benefit of the Secured
Parties that:




     (i) Schedule 9(e) attached hereto contains a true and complete
description of (x) the name and address of each securities intermediary with



21









 







which such Grantor maintains a securities account in which Investment Property is or
may at any time be credited or maintained, and (y) all other Investment Property of
such Grantor other than interests in Subsidiaries in which such Grantor has granted
a Lien to the Revolving Administrative Agent for the benefit of the Secured Parties
pursuant to the Pledge Agreement; provided that, the Equity Interests in
Unrestricted Subsidiaries are not required to be disclosed on Schedule 9(e).




     (ii) Except with the express prior written consent of the Revolving
Administrative Agent in each instance, all Investment Property other than interests
in Subsidiaries in which such Grantor has granted a Lien to the Revolving
Administrative Agent for the benefit of the Revolving Secured Parties pursuant to
the Pledge Agreement shall be maintained at all times in the form of (a)
certificated securities, which certificates shall have been delivered to the
Revolving Administrative Agent together with duly executed undated stock powers
endorsed in blank pertaining thereto (provided that, with respect to Unrestricted
Subsidiaries, such certificates and stock powers shall not be required to be so
delivered unless requested by the Revolving Administrative Agent from time to time
in its sole discretion) or (b) security entitlements credited to one or more
securities accounts as to each of which the Revolving Administrative Agent has
received (1) copies of the account agreement between the applicable securities
intermediary and the Grantor and the most recent statement of account pertaining to
such securities account (each certified to be true and correct by an officer of the
Grantor) and (2) upon the request of the Revolving Administrative Agent, a
Qualifying Control Agreement from the applicable securities intermediary which
remains in full force and effect and as to which the Revolving Administrative Agent
has not received any notice of termination. Without limiting the generality of the
foregoing, no Grantor shall cause, suffer or permit any Investment Property to be
credited to or maintained in any securities account not listed on Schedule
9(e) attached hereto except in each case upon giving not less than thirty (30)
days’ prior written notice to the Revolving Administrative Agent and taking or
causing to be taken at such Grantor’s expense all such Perfection Action, including
the delivery of such Perfection Documents, as may be reasonably requested by the
Revolving Administrative Agent to perfect or protect, or maintain the perfection and
priority of, the Lien of the Revolving Administrative Agent for the benefit of the
Secured Parties in Collateral contemplated hereunder.




     (iii) All dividends and other distributions with respect to any of the
Investment Property shall be subject to the security interest conferred hereunder,
provided, however, that cash dividends paid to a Grantor as record
owner of the Investment Property may be disbursed to and retained by such Grantor so
long as no Default or Event of Default shall have occurred and be continuing, free
from any Lien hereunder.




     (iv) So long as no Default or Event of Default shall have occurred and be
continuing, the registration of Investment Property in the name of a Grantor as



22









 







record and beneficial owner shall not be changed and such Grantor shall be entitled
to exercise all voting and other rights and powers pertaining to Investment Property
for all purposes not inconsistent with the terms hereof or of any Qualifying Control
Agreement relating thereto.




     (v) Upon the occurrence and during the continuance of any Default or Event of
Default, at the option of the Revolving Administrative Agent, all rights of the
Grantors to exercise the voting or consensual rights and powers which it is
authorized to exercise pursuant to clause (iv) immediately above shall cease and the
Revolving Administrative Agent may thereupon (but shall not be obligated to), at its
request, cause such Collateral to be registered in the name of the Revolving
Administrative Agent or its nominee or agent for the benefit of the Secured Parties
and/or exercise such voting or consensual rights and powers as appertain to
ownership of such Collateral, and to that end each Grantor hereby appoints the
Revolving Administrative Agent as its proxy, with full power of substitution, to
vote and exercise all other rights as a shareholder with respect to such Investment
Property upon the occurrence and during the continuance of any Default or Event of
Default, which proxy is coupled with an interest and is irrevocable until the
Facilities Termination Date, and each Grantor hereby agrees to provide such further
proxies as the Revolving Administrative Agent may request; provided, however, that
the Revolving Administrative Agent in its discretion may from time to time refrain
from exercising, and shall not be obligated to exercise, any such voting or
consensual rights or such proxy.




     (vi) Upon the occurrence and during the continuance of any Default or Event of
Default, all rights of the Grantors to receive and retain cash dividends and other
distributions upon or in respect to Investment Property pursuant to clause (iii)
above shall cease and shall thereupon be vested in the Revolving Administrative
Agent for the benefit of the Secured Parties, and each Grantor shall, or shall
cause, all such cash dividends and other distributions with respect to the
Investment Property to be promptly delivered to the Revolving Administrative Agent
(together, if the Revolving Administrative Agent shall request, with any documents
related thereto) to be held, released or disposed of by it hereunder or, at the
option of the Revolving Administrative Agent, to be applied to the Secured
Obligations.




     (f) Deposit Accounts. With respect to its Deposit Accounts whether now
existing or hereafter created or acquired and wheresoever located, each Grantor represents,
warrants and covenants to the Revolving Administrative Agent for the benefit of the Secured
Parties that, in the discretion and upon the request of the Revolving Administrative Agent,
all Deposit Accounts in which collected balances or deposits in excess of $500,000 are or
are reasonably expected by the Company at any time to be credited or maintained shall be
maintained at all times with depositary institutions as to which the Revolving
Administrative Agent for the benefit of the Revolving Secured Parties shall have received a
Qualifying Control Agreement. Without limiting the generality of the foregoing, no Grantor
shall cause, suffer or permit (x) any deposit in



23









 







excess of $500,000 to be evidenced by a certificate of deposit unless such certificate of
deposit is a negotiable instrument and immediately upon receipt thereof such certificate
shall have been delivered to the Revolving Administrative Agent, together with a duly
executed undated assignment in blank affixed thereto, or (y) any Deposit Account opened
after the Closing Date in which collected balances or deposits in excess of $500,000 are or
are reasonably expected by the Company at any time to be credited or maintained to be opened
or maintained, except in the case of each of clauses (x) and (y), (A) upon
giving not less than thirty (30) days’ prior written notice to the Revolving Administrative
Agent and (B) taking or causing to be taken at such Grantor’s expense all such Perfection
Action, including the delivery of such Perfection Documents, as may be reasonably requested
by the Revolving Administrative Agent for the benefit of the Revolving Secured Parties to
perfect or protect, or maintain the perfection and priority of, the Lien of the Revolving
Administrative Agent for the benefit of the Revolving Secured Parties in Collateral
contemplated hereunder.




     (g) Chattel Paper. With respect to its Chattel Paper whether now existing or
hereafter created or acquired and wheresoever located, each Grantor represents, warrants and
covenants to the Revolving Administrative Agent for the benefit of the Secured Parties that
to the extent so expressly required by the Credit Agreements:




     (i) Such Grantor shall at all times retain sole physical possession of the
originals of all Chattel Paper (other than electronic Chattel Paper and the
electronic components of hybrid Chattel Paper); provided, however,
that (x) upon the request of the Revolving Administrative Agent upon the occurrence
and during the continuance of any Default or Event of Default, such Grantor shall
immediately deliver physical possession of such Chattel Paper to the Revolving
Administrative Agent or its designee, and (y) in the event that there shall be
created more than one original counterpart of any physical document that alone or in
conjunction with any other physical or electronic document constitutes Chattel
Paper, then such counterparts shall be numbered consecutively starting with “1” and
such Grantor shall retain the counterpart numbered “1”.




     (ii) At the request of the Revolving Administrative Agent or upon the
occurrence and during the continuance of an Event of Default, such Grantor shall
promptly and conspicuously legend all counterparts of all tangible Chattel Paper as
follows: “A SECURITY INTEREST IN THIS CHATTEL PAPER HAS BEEN GRANTED TO BANK OF
AMERICA, N.A., FOR ITSELF AND AS REVOLVING ADMINISTRATIVE AGENT FOR CERTAIN SECURED
PARTIES PURSUANT TO A SECOND AMENDED AND RESTATED SECURITY AGREEMENT DATED AS OF
JULY [__], 2011, AS AMENDED FROM TIME TO TIME. NO SECURITY INTEREST OR OTHER
INTEREST IN FAVOR OF ANY OTHER PERSON MAY BE CREATED BY THE TRANSFER OF PHYSICAL
POSSESSION OF THIS CHATTEL PAPER OR OF ANY COUNTERPART HEREOF EXCEPT BY OR WITH THE
CONSENT OF THE AFORESAID REVOLVING ADMINISTRATIVE AGENT AS PROVIDED IN SUCH SECURITY
AGREEMENT.” Upon the occurrence or



24









 







during the continuance of an Event of Default, such Grantor shall not create or
acquire any electronic Chattel Paper (including the electronic components of hybrid
Chattel Paper), unless, prior to such acquisition or creation, it shall have taken
such Perfection Action as the Revolving Administrative Agent may require to perfect
by control the security interest of the Revolving Administrative Agent for the
benefit of the Secured Parties in such Collateral.




     (iii) Other than in the ordinary course of business and in keeping with
reasonable and customary practice, no Grantor shall amend, modify, waive or
terminate any provision of, or fail to exercise promptly and diligently each
material right or remedy conferred under or in connection with, any Chattel Paper,
in any case in such a manner as could reasonably be expected to materially adversely
affect the value of affected Chattel Paper as collateral.




     (h) Instruments. With respect to its Instruments whether now existing or
hereafter created or acquired and wheresoever located, each Grantor represents, warrants and
covenants to the Revolving Administrative Agent for the benefit of the Secured Parties that:




     (i) Such Grantor shall (A) maintain at all times, and, upon request of the
Revolving Administrative Agent, furnish to the Revolving Administrative Agent a
current list identifying in reasonable detail Instruments of which such Grantor is
the payee or holder and having a face amount payable in excess of $1,000,000 in the
aggregate from any single Person, and (B) upon the request of the Revolving
Administrative Agent from time to time, deliver to the Revolving Administrative
Agent the originals of all such Instruments, together with duly executed undated
endorsements in blank affixed thereto and such other documentation and information
as may be necessary to enable the Revolving Administrative Agent to realize upon the
Instruments in accordance with their respective terms or transfer the Instruments as
may be permitted under the Loan Documents or by applicable law.




     (ii) Other than in the ordinary course of business and in keeping with
reasonable and customary practice, no Grantor shall amend, modify, waive or
terminate any provision of, or fail to exercise promptly and diligently each
material right or remedy conferred under or in connection with, any Instrument, in
any case in such a manner as could reasonably be expected to materially adversely
affect the value of affected Instrument as collateral.




     (i) Commercial Tort Claims. With respect to its Commercial Tort Claims whether
now existing or hereafter created or acquired and wheresoever located, each Grantor
represents, warrants and covenants to the Revolving Administrative Agent for the benefit of
the Secured Parties that:




     (i) Schedule 9(i) attached hereto contains a true and complete list of
all Commercial Tort Claims in which any Grantor has an interest and which have



25









 







been identified by a Grantor as of its Applicable Date, and as to which the Grantor
believes in good faith there exists the possibility of recovery (including by way of
settlement) of monetary relief in excess of $1,000,000 (“Grantor Claims”).
Each Grantor shall furnish to the Revolving Administrative Agent from time to time
upon its request a certificate of an officer of such Grantor referring to this
Section 9(i) and (x) identifying all Grantor Claims that are not then
described on Schedule 9(i) attached hereto and stating that each of such
additional Grantor Claims shall be deemed added to such Schedule 9(i) and
shall constitute a Commercial Tort Claim, a Grantor Claim, and additional Collateral
hereunder, and (y) summarizing the status or disposition of any Grantor Claims that
have been settled, or have been made the subject of any binding mediation, judicial
or arbitral proceeding, or any judicial or arbitral order on the merits, or that
have been abandoned. With respect to each such additional Grantor Claim, such
Grantor Claim shall be and become part of the Collateral hereunder from the date
such claim is identified to the Revolving Administrative Agent as provided above
without further action, and (ii) the Revolving Administrative Agent is hereby
authorized at the expense of the applicable Grantor to execute and file such
additional financing statements or amendments to previously filed financing
statements, and take such other action as it may deem necessary or advisable, to
perfect the Lien on such additional Grantor Claims conferred hereunder, and the
Grantor shall, if required by applicable law or otherwise at the request of the
Revolving Administrative Agent, execute and deliver such Perfection Documents and
take such other Perfection Action as the Revolving Administrative Agent may
determine to be necessary or advisable to perfect or protect the Lien of the
Revolving Administrative Agent for the benefit of the Secured Parties in such
additional Grantor Claims conferred hereunder.



     10. Casualty and Liability Insurance Required.




     (a) Each Grantor will keep the Collateral continuously insured against such risks as
are customarily insured against by businesses of like size and type engaged in the same or
similar operations including:




     (i) property insurance on the Inventory and the Equipment in an amount not less
than the full insurable value thereof, against loss or damage by theft, fire,
lightning, hail, wind, flooding and other hazards ordinarily included under uniform
broad form standard extended coverage policies, limited only as may be provided in
the standard broad form of extended coverage endorsement at the time in use in the
states in which the Collateral is located, in each case as are customarily
maintained by Persons engaged in the same or similar business, owning similar
properties in locations where such Grantor operates and otherwise similarly situated
to such Grantor;




     (ii) false pretense insurance in amounts as are customary for Persons engaged
in the same or similar business, owning similar properties in locations where such
Grantor operates and otherwise similarly situated to such Grantor;



26









 






     (iii) garage liability and comprehensive general liability insurance against
claims for bodily injury, death or property damage occurring with or about such
Collateral (such coverage to include provisions waiving subrogation against the
Secured Parties), with the Revolving Administrative Agent and the Lenders as
additional insureds thereunder, in amounts as are customary for Persons engaged in
the same or similar business, owning similar properties in locations where such
Grantor operates and otherwise similarly situated to such Grantor;




     (iv) liability insurance with respect to the operation of its facilities under
the workers’ compensation laws of the states in which such Collateral is located as
are customarily maintained by Persons engaged in the same or similar business,
owning similar properties in locations where such Grantor operates and otherwise
similarly situated to such Grantor, but in no event less than the amount required by
the states where such Collateral is located; and




     (v) business interruption insurance in amounts as are customarily maintained by
Persons engaged in the same or similar business, owning similar properties in
locations where such Grantor operates and otherwise similarly situated to such
Grantor.




     (b) Each insurance policy obtained in satisfaction of the requirements of Section
10(a):




     (i) may be provided by blanket policies now or hereafter maintained by each or
any Grantor or by the Company;




     (ii) shall be issued by such insurer (or insurers) as shall be financially
responsible, of recognized standing and reasonably acceptable to the Revolving
Administrative Agent;




     (iii) shall be in such form and have such provisions (including without
limitation the loss payable clause, the waiver of subrogation clause, the deductible
amount, if any, and the standard mortgagee endorsement clause) as are generally
considered standard provisions for the type of insurance involved and are reasonably
acceptable in all respects to the Revolving Administrative Agent;




     (iv) shall prohibit cancellation or substantial modification, termination or
lapse in coverage by the insurer without at least thirty (30) days’ prior written
notice to the Revolving Administrative Agent, except for non-payment of premium, as
to which such policies shall provide for at least ten (10) days’ prior written
notice to the Revolving Administrative Agent;




     (v) without limiting the generality of the foregoing, all insurance policies
where applicable under Section 10(a)(i) carried on the Collateral shall name
the Revolving Administrative Agent, for the benefit of the Secured Parties,



27









 







as loss payee and the Revolving Administrative Agent and Lenders as parties
insured thereunder in respect of any claim for payment.




     (c) Prior to expiration of any such policy, such Grantor shall furnish the Revolving
Administrative Agent with evidence satisfactory to the Revolving Administrative Agent that
the policy or certificate has been renewed or replaced or is no longer required by this
Security Agreement.




     (d) Each Grantor hereby makes, constitutes and appoints the Revolving Administrative
Agent (and all officers, employees or agents designated by the Revolving Administrative
Agent), for the benefit of the Secured Parties, as such Grantor’s true and lawful attorney
(and agent-in-fact) for the purpose of making, settling and adjusting claims under such
policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or
other item or payment for the proceeds of such policies of insurance and for making all
determinations and decisions with respect to such policies of insurance, which appointment
is coupled with an interest and is irrevocable; provided, however, that the powers pursuant
to such appointment shall be exercisable only upon the occurrence and during the
continuation of an Event of Default.




     (e) In the event such Grantor shall fail to maintain, or fail to cause to be
maintained, the full insurance coverage required hereunder or shall fail to keep any of its
Collateral in good repair and good operating condition, the Revolving Administrative Agent
may (but shall be under no obligation to), without waiving or releasing any Secured
Obligation or Default or Event of Default by such Grantor hereunder, contract for the
required policies of insurance and pay the premiums on the same or make any required
repairs, renewals and replacements; and all sums so disbursed by Revolving Administrative
Agent, including reasonable Attorneys’ Costs, court costs, expenses and other charges
related thereto, shall be payable on demand by such Grantor to the Revolving Administrative
Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition
to other rights and remedies resulting from such nonpayment) shall bear interest from the
date of demand until paid in full at the Default Rate.




     (f) Each Grantor agrees that to the extent that it shall fail to maintain, or fail to
cause to be maintained, the full insurance coverage required by Section 10(a), it
shall in the event of any loss or casualty pay promptly to the Revolving Administrative
Agent, for the benefit of the Secured Parties, to be held in a separate account for
application in accordance with the provisions of Sections 10(h), such amount as
would have been received as Net Proceeds (as hereinafter defined) by the Revolving
Administrative Agent, for the benefit of the Secured Parties, under the provisions of
Section 10(h) had such insurance been carried to the extent required.




     (g) The Net Proceeds of the insurance carried pursuant to the provisions of
Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward
satisfaction of the claim or liability with respect to which such insurance proceeds may be
paid.



28









 






     (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant
to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held
by such Grantor in a separate account and applied, as long as no Event of Default shall have
occurred and be continuing, as follows: after any loss under any such insurance and payment
of the proceeds of such insurance, each Grantor shall have a period of thirty (30) days
after payment of the insurance proceeds with respect to such loss to elect to either (x)
repair or replace, or such repair or replacement cannot reasonably be completed in such
thirty (30) day period, commence the repair or replacement and diligently prosecute the same
to completion, the Collateral so damaged, (y) deliver such Net Proceeds to the Revolving
Administrative Agent, for the benefit of the Secured Parties, as additional Collateral or
(z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral
used or useful in the conduct of the business of such Grantor, subject to the provisions of
this Security Agreement. If such Grantor elects to repair or replace the Collateral so
damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially
similar to or of better quality or higher value than its condition prior to damage or
replaced with Collateral in a condition substantially similar to or of better quality or
higher value than the condition of the Collateral so replaced prior to damage. At all times
during which an Event of Default shall have occurred and be continuing, the Revolving
Administrative Agent shall be entitled to receive direct and immediate payment of the
proceeds of such insurance and such Grantor shall take all action as the Revolving
Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the
foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall
immediately deliver such proceeds to such Revolving Administrative Agent for the benefit of
the Secured Parties as additional Collateral, and pending such delivery shall hold such
proceeds in trust for the benefit of the Secured Parties and keep the same segregated from
its other funds.




     (i) “Net Proceeds” when used with respect to any insurance proceeds shall mean
the gross proceeds from such proceeds, award or other amount, less all taxes, fees and
expenses (including Attorney Costs) incurred in the realization thereof.




     (j) In case of any material damage to, destruction or loss of, or claim or proceeding
against, all or any material part of the Collateral pledged hereunder by a Grantor, such
Grantor shall give prompt notice thereof to the Revolving Administrative Agent. Each such
notice shall describe generally the nature and extent of such damage, destruction, loss,
claim or proceeding. Subject to Section 10(d), each Grantor is hereby authorized
and empowered to adjust or compromise any loss under any such insurance other than losses
relating to claims made directly against any Secured Party as to which the insurance
described in Section 10(a)(ii) or (iii) is applicable.




     (k) The provisions contained in this Security Agreement pertaining to insurance shall
be cumulative with any additional provisions imposing additional insurance requirements with
respect to the Collateral or any other property on which a Lien is conferred under any
Security Instrument.



29









 





     11. Rights and Remedies Upon Event of Default. Upon the occurrence and during the
continuance of a Revolving Event of Default or a Floorplan Event of Default, as the case may be,
the Revolving Administrative Agent shall have the following rights and remedies on behalf of the
Revolving Secured Parties or the Floorplan Secured Parties, as applicable, in addition to any
rights and remedies set forth elsewhere in this Security Agreement or the other Loan Documents, all
of which may be exercised with or, if allowed by law, without notice to a Grantor:




     (a) All of the rights and remedies of a secured party under the UCC or under other
applicable law, all of which rights and remedies shall be cumulative, and none of which
shall be exclusive, to the extent permitted by law, in addition to any other rights and
remedies contained in this Security Agreement or any other Loan Document;




     (b) The right to foreclose the Liens and security interests created under this Security
Agreement by any available judicial procedure or without judicial process;




     (c) The right to (i) enter upon the premises of a Grantor through self-help and without
judicial process, without first obtaining a final judgment or giving such Grantor notice or
opportunity for a hearing on the validity of the Revolving Administrative Agent’s claim and
without any obligation to pay rent to such Grantor, or any other place or places where any
Collateral is located and kept, and remove the Collateral therefrom to the premises of the
Revolving Administrative Agent or any agent of the Revolving Administrative Agent, for such
time as the Revolving Administrative Agent may desire, in order effectively to collect or
liquidate the Collateral, (ii) require such Grantor or any bailee or other agent of such
Grantor to assemble the Collateral and make it available to the Revolving Administrative
Agent at a place to be designated by the Revolving Administrative Agent that is reasonably
convenient to both parties, and (iii) notify any or all Persons party to a Qualifying
Control Agreement or who otherwise have possession of or control over any Collateral of the
occurrence of an Event of Default and other appropriate circumstances, and exercise control
over and take possession or custody of any or all Collateral in the possession, custody or
control of such other Persons;




     (d) The right to (i) exercise all of a Grantor’s rights and remedies with respect to
the collection of Accounts, Chattel Paper, Instruments, Supporting Obligations and General
Intangibles (collectively, “Payment Collateral”), including the right to demand
payment thereof and enforce payment, by legal proceedings or otherwise; (ii) settle, adjust,
compromise, extend or renew all or any Payment Collateral or any legal proceedings
pertaining thereto; (iii) discharge and release all or any Payment Collateral; (iv) take
control, in any manner, of any item of payment or proceeds referred to in Section 5
above; (v) prepare, file and sign a Grantor’s name on any Proof of Claim in bankruptcy,
notice of Lien, assignment or satisfaction of Lien or similar document in any action or
proceeding adverse to any obligor under any Payment Collateral or otherwise in connection
with any Payment Collateral; (vi) endorse the name of a Grantor upon any chattel paper,
document, instrument, invoice, freight bill, bill of lading or similar document or agreement
relating to any Collateral; (vii) use the information recorded on or contained on a
Grantor’s internet website or otherwise in any data processing



30









 







equipment and computer hardware and software relating to any Collateral to which a Grantor
has access; (viii) open such Grantor’s mail and collect any and all amounts due to such
Grantor from any Account Debtors or other obligor in respect of Payment Collateral; (ix)
take over such Grantor’s post office boxes or make other arrangements as the Revolving
Administrative Agent, on behalf of the applicable Secured Parties, deems necessary to
receive such Grantor’s mail, including notifying the post office authorities to change the
address for delivery of such Grantor’s mail to such address as the Revolving Administrative
Agent, on behalf of the applicable Secured Parties, may designate; (x) notify any or all
Account Debtors or other obligor on any Payment Collateral that such Payment Collateral has
been assigned to the Revolving Administrative Agent for the benefit of the Secured Parties
and that Revolving Administrative Agent has a security interest therein for the benefit of
the Secured Parties (provided that the Revolving Administrative Agent may at any time give
such notice to an Account Debtor that is a department, agency or authority of the United
States government); each Grantor hereby agrees that any such notice, in the Revolving
Administrative Agent’s sole discretion, may (but need not) be sent on such Grantor’s
stationery, in which event such Grantor shall co-sign such notice with the Revolving
Administrative Agent if requested to do so by the Revolving Administrative Agent; and (xi)
do all acts and things and execute all documents necessary, in Revolving Administrative
Agent’s sole discretion, to collect the Payment Collateral; and




     (e) The right to sell all or any Collateral in its then existing condition, or after
any further manufacturing or processing thereof, at such time or times, at public or private
sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or
on credit, with or without representations and warranties, all as the Revolving
Administrative Agent, in its sole discretion, may deem advisable. The Revolving
Administrative Agent shall have the right to conduct such sales on a Grantor’s premises or
elsewhere and shall have the right to use a Grantor’s premises without charge for such sales
for such time or times as the Revolving Administrative Agent may see fit. The Revolving
Administrative Agent may, if it deems it reasonable, postpone or adjourn any sale of the
Collateral from time to time by an announcement at the time and place of such postponed or
adjourned sale, and such sale may, without further notice, be made at the time and place to
which it was so adjourned. Each Grantor agrees that the Revolving Administrative Agent has
no obligation to preserve rights to the Collateral against prior parties or to marshal any
Collateral for the benefit of any Person. The Revolving Administrative Agent for the
benefit of the Secured Parties is hereby granted an irrevocable fully paid license or other
right (including each Grantor’s rights under any license or any franchise agreement), each
of which shall remain in full force and effect until the Facilities Termination Date, to
use, without charge, each of the labels, patents, copyrights, names, trade secrets, trade
names, trademarks and advertising matter, or any property of a similar nature owned or
licensed by any Grantor, as it pertains to the Collateral, in completing production of,
advertising for sale and selling any Collateral. If any of the Collateral shall require
repairs, maintenance, preparation or the like, or is in process or other unfinished state,
the Revolving Administrative Agent shall have the right, but shall not be obligated, to
perform such repairs, maintenance, preparation, processing or completion of manufacturing
for the purpose of putting the same in such



31









 







saleable form as the Revolving Administrative Agent shall deem appropriate, but the
Revolving Administrative Agent shall have the right to sell or dispose of the Collateral
without such processing and no Grantor shall have any claim against the Revolving
Administrative Agent for the value that may have been added to such Collateral with such
processing. In addition, each Grantor agrees that in the event notice is necessary under
applicable law, written notice mailed to such Grantor in the manner specified herein ten
(10) days prior to the date of public sale of any of the Collateral or prior to the date
after which any private sale or other disposition of the Collateral will be made shall
constitute commercially reasonable notice to such Grantor. All notice is hereby waived with
respect to any of the Collateral which threatens to decline speedily in value or is of a
type customarily sold on a recognized market. The Revolving Administrative Agent may
purchase all or any part of the Collateral at public or, if permitted by law, private sale,
free from any right of redemption which is hereby expressly waived by such Grantor and, in
lieu of actual payment of such purchase price, may set off the amount of such price against
the Secured Obligations. Each Grantor recognizes that the Revolving Administrative Agent
may be unable to effect a public sale of certain of the Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, as amended (the “Securities
Act”), and applicable state law, and may be otherwise delayed or adversely affected in
effecting any sale by reason of present or future restrictions thereon imposed by
governmental authorities (“Affected Collateral”), and that as a consequence of such
prohibitions and restrictions the Revolving Administrative Agent may be compelled (i) to
resort to one or more private sales to a restricted group of purchasers who will be obliged
to agree, among other things, to acquire Affected Collateral for their own account, for
investment and not with a view to the distribution or resale thereof, or (ii) to seek
regulatory approval of any proposed sale or sales, or (iii) to limit the amount of Affected
Collateral sold to any Person or group. Each Grantor agrees and acknowledges that private
sales so made may be at prices and upon terms less favorable to such Grantor than if such
Affected Collateral was sold either at public sales or at private sales not subject to other
regulatory restrictions, and that the Revolving Administrative Agent has no obligation to
delay the sale of any Affected Collateral for the period of time necessary to permit the
Grantor or any other Person to register or otherwise qualify them under or exempt them from
any applicable restriction, even if such Grantor or other Person would agree to register or
otherwise qualify or exempt such Affected Collateral so as to permit a public sale under the
Securities Act or applicable state law. Each Grantor further agrees, to the extent
permitted by applicable law, that the use of private sales made under the foregoing
circumstances to dispose of Affected Collateral shall be deemed to be dispositions in a
commercially reasonable manner. Each Grantor hereby acknowledges that a ready market may
not exist for Affected Collateral that is not traded on a national securities exchange or
quoted on an automated quotation system.



     The net cash proceeds resulting from the collection, liquidation, sale, or other disposition
of the Collateral shall be applied first to the expenses (including all Attorneys’ Costs) of
retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and
the like, and then to the satisfaction of all Secured Obligations in accordance with the terms of
Section 8.03 of the Revolving Credit Agreement or Section 8.06 of the Floorplan
Credit Agreement as applicable, or, if such application is contrary to the application specified in
the



32









 




Master Intercreditor Agreement, then such net cash proceeds shall be applied as required
pursuant to the Master Intercreditor Agreement. Each Grantor shall be liable to the Revolving
Administrative Agent, for the benefit of the Secured Parties, and shall pay to the Revolving
Administrative Agent, for the benefit of the Secured Parties, on demand any deficiency which may
remain after such sale, disposition, collection or liquidation of the Collateral.




     The Revolving Administrative Agent in its capacity as collateral agent for the Floorplan
Secured Parties, shall have no liability or responsibility for the method or manner, or any
failure, of application of funds to the Floorplan Secured Obligations by the Floorplan
Administrative Agent under the Loan Documents, and the Revolving Administrative Agent shall be
fully acquitted as to any net proceeds upon delivery of same to the Floorplan Administrative Agent.



     12. Attorney-in-Fact. Each Grantor hereby appoints the Revolving Administrative Agent
as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security
Agreement and taking any action and executing any instrument which the Revolving Administrative
Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is
irrevocable and coupled with an interest; provided, that the Revolving 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. Without limiting the generality of the foregoing, upon the
occurrence and during the continuance of an Event of Default, the Revolving Administrative Agent
shall have the right and power:




     (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the Collateral;




     (b) to receive, endorse and collect any drafts or other instruments, documents and
chattel paper in connection with clause (a) above;




     (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment
relating to or constituting proceeds of the Collateral which comes into the Revolving
Administrative Agent’s possession or the Revolving Administrative Agent’s control, and
deposit the same to the account of the Revolving Administrative Agent, for the benefit of
the Secured Parties, on account and for payment of the Secured Obligations.




     (d) to file any claims or take any action or institute any proceedings that the
Revolving Administrative Agent may deem necessary or desirable for the collection of any of
the Collateral or otherwise to enforce the rights of the Revolving Administrative Agent, for
the benefit of the Secured Parties, with respect to any of the Collateral; and




     (e) to execute, in connection with any sale or other disposition of Collateral provided
for herein, any endorsement, assignments, or other instruments of conveyance or transfer
with respect thereto.



33









 





     13. Reinstatement. The granting of a security interest in the Collateral and the
other provisions hereof shall continue to be effective or be reinstated, as the case may be, if at
any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned
by any Secured Party or is repaid by any Secured Party in whole or in part in good faith settlement
of a pending or threatened avoidance claim, whether upon the insolvency, bankruptcy or
reorganization of any Grantor or any other Loan Party or otherwise, all as though such payment had
not been made. The provisions of this Section 13 shall survive repayment of all of the
Secured Obligations and the termination or expiration of this Security Agreement in any manner,
including but not limited to termination upon occurrence of the Facilities Termination Date.



     14. Certain Waivers by the Grantors. Each Grantor waives to the extent permitted by
applicable law (a) any right to require any Secured Party or any other obligee of the Secured
Obligations to (x) proceed against any Person or entity, including without limitation any Loan
Party, (y) proceed against or exhaust any Collateral or other collateral for the Secured
Obligations, or (z) pursue any other remedy in its power; (b) any defense arising by reason of any
disability or other defense of any other Person, or by reason of the cessation from any cause
whatsoever of the liability of any other Person or entity, (c) any right of subrogation, and (d)
any right to enforce any remedy which any Secured Party or any other obligee of the Secured
Obligations now has or may hereafter have against any other Person and any benefit of and any right
to participate in any collateral or security whatsoever now or hereafter held by the Revolving
Administrative Agent for the benefit of the Secured Parties. Each Grantor authorizes each Secured
Party and each other obligee of the Secured Obligations without notice (except notice required by
applicable law) or demand and without affecting its liability hereunder or under the Loan Documents
from time to time to: (i) take and hold security, other than the Collateral herein described, for
the payment of such Secured Obligations or any part thereof, and exchange, enforce, waive and
release the Collateral herein described or any part thereof or any such other security; and (ii)
apply such Collateral or other security and direct the order or manner of sale thereof as such
Secured Party or obligee in its discretion may determine.



     The Revolving Administrative Agent may at any time deliver (without representation, recourse
or warranty) the Collateral or any part thereof to a Grantor and the receipt thereof by such
Grantor shall be a complete and full acquittance for the Collateral so delivered, and the Revolving
Administrative Agent shall thereafter be discharged from any liability or responsibility therefor.



     15. Continued Powers. Until the Facilities Termination Date shall have occurred, the
power of sale and other rights, powers and remedies granted to the Revolving Administrative Agent
for the benefit of the Secured Parties hereunder shall continue to exist and may, after the
occurrence and during the continuance of an Event of Default, be exercised by the Revolving
Administrative Agent at any time and from time to time irrespective of the fact that any of the
Secured Obligations or any part thereof may have become barred by any statute of limitations or
that any part of the liability of any Grantor may have ceased.



     16. Other Rights. The rights, powers and remedies given to the Revolving
Administrative Agent for the benefit of the Secured Parties by this Security Agreement shall be in
addition to all rights, powers and remedies given to the Revolving Administrative Agent or



34









 




any Secured Party under any other Loan Document or by virtue of any statute or rule of law. Any
forbearance or failure or delay by the Revolving Administrative Agent in exercising any right,
power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy, and
any single or partial exercise of any right, power or remedy hereunder shall not preclude the
further exercise thereof; and every right, power and remedy of the Secured Parties shall continue
in full force and effect until such right, power or remedy is specifically waived in accordance
with the terms of the Credit Agreements.




     17. Anti-Marshaling Provisions. The right is hereby given by each Grantor to the
Revolving Administrative Agent, for the benefit of the Secured Parties, to make releases (whether
in whole or in part) of all or any part of the Collateral agreeable to the Revolving Administrative
Agent without notice to, or the consent, approval or agreement of other parties and interests,
including junior lienors, which releases shall not impair in any manner the validity of or priority
of the Liens and security interests in the remaining Collateral conferred hereunder, nor release
any Grantor from personal liability for the Secured Obligations. Notwithstanding the existence of
any other security interest in the Collateral held by the Revolving Administrative Agent, for the
benefit of the Secured Parties, the Revolving Administrative Agent shall have the right to
determine the order in which any or all of the Collateral shall be subjected to the remedies
provided in this Security Agreement. Each Grantor hereby waives any and all right to require the
marshaling of assets in connection with the exercise of any of the remedies permitted by applicable
law or provided herein or in any other Loan Document.



     18. Entire Agreement. This Security Agreement and each Joinder Agreement, together
with each 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 and understandings, inducements, commitments or conditions,
express or implied, oral or written, except as contained in the Loan Documents. The express terms
hereof and of the Joinder Agreements control and supersede any course of performance or usage of
the trade inconsistent with any of the terms hereof or thereof. Neither this Security Agreement
nor any Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered,
modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other
than in a writing that is (a) signed by the Grantors and the “Required Lenders” (as defined in the
Revolving Credit Agreement), (b) acknowledged by the Revolving Administrative Agent (such
acknowledgement not to be unreasonably withheld or delayed) and (c) if such change, alteration,
modification, supplement, discharge, cancellation, termination or amendment would be adverse in any
way to any Floorplan Lender or the Floorplan Administrative Agent, signed by the “Required Lenders”
(as defined in the Floorplan Credit Agreement) and acknowledged by the Floorplan Administrative
Agent (such acknowledgement not to be unreasonably withheld or delayed).



     19. Third Party Reliance. Each Grantor hereby consents and agrees that all issuers of
or obligors in respect of any Collateral, and all securities intermediaries, warehousemen, bailees,
public officials and other Persons having any interest in, possession of, control over or right,
privilege, duty or discretion in respect of, any Collateral shall be entitled to accept the
provisions hereof and of the Joinder Agreements as conclusive evidence of the right of the
Revolving Administrative Agent, on behalf of the Secured Parties, to exercise its rights



35









 




hereunder or thereunder with respect to the Collateral, notwithstanding any other notice or
direction to the contrary heretofore or hereafter given by any Grantor or any other Person to any
of such Persons.




     20. Binding Agreement; Assignment. This Security Agreement and 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 to their respective successors and assigns, except
that no Grantor shall be permitted to assign this Security Agreement, any Joinder Agreement or any
interest herein or therein or, except as expressly permitted herein or in the applicable Credit
Agreement, in the Collateral or any part thereof or interest therein. Without limiting the
generality of the foregoing sentence of this Section 20, 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 applicable Credit Agreement (to the extent permitted by such
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 applicable Credit Agreement, including Article IX thereof (concerning the Revolving
Administrative Agent) and Section 10.06 thereof (concerning assignments and
participations). All references herein to the Revolving Administrative Agent and to the Secured
Parties shall include any successor thereof or permitted assignee, and any other obligees from time
to time of the Secured Obligations.



     21. Related Swap Contracts and Secured Cash Management Arrangements. All obligations
of each Revolving Grantor under or in respect of Related Swap Contracts and Secured Cash Management
Arrangements to which any Revolving Lender or its Affiliates is a party shall be deemed to be
Revolving Secured Obligations secured hereby, and each Revolving Lender or Affiliate of a Revolving
Lender party to any such Related Swap Contract or Secured Cash Management Arrangements shall be
deemed to be a Revolving Secured Party hereunder with respect to such Revolving Secured
Obligations; provided, however, that such obligations shall cease to be Revolving
Secured Obligations at such time, prior to the Facility Termination Date (as defined in the
Revolving Credit Agreement), as such Person (or Affiliate of such Person) shall cease to be a
“Lender” under the Revolving Credit Agreement.



     No Person who obtains the benefit of any Lien by virtue of the provisions of this Section
shall have any right to notice of any action or to consent to, direct or object to any action
hereunder or under any other Revolving Loan Document or otherwise in respect of the Revolving
Collateral (including the release or impairment of any Revolving Collateral) other than in its
capacity as a Revolving Lender and only to the extent expressly provided in the Revolving Loan
Documents. Notwithstanding any other provision of this Security Agreement to the contrary, the
Revolving Administrative Agent shall only be required to verify the payment of, or that other
satisfactory arrangements have been with respect to, the Revolving Secured Obligations arising
under Related Swap Contracts or Secured Cash Management Arrangements to the extent the Revolving
Administrative Agent has received written notice of such Revolving Secured Obligations together
with such supportive documentation as it may request from the applicable Revolving Lender or
Affiliate of a Revolving Lender. Each Revolving Secured Party not a party to the either Revolving
Credit Agreement who obtains the benefit of this Security



36









 




Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and
accepted the appointment of the Revolving Administrative Agent pursuant to the terms of the
Revolving Credit Agreement, and that with respect to the actions and omissions of the Revolving
Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving
Secured Party, the Revolving Administrative Agent and each of its Related Parties shall be entitled
to all the rights, benefits and immunities conferred under Article IX of the Revolving
Credit Agreement.




     22. Severability. The provisions of this Security 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 Security Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.



     23. Counterparts. This Security 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 Security Agreement to produce or account for more than one
such counterpart executed by the Grantor against whom enforcement is sought. Without limiting the
foregoing provisions of this Section 23, the provisions of Section 10.10 of both
Credit Agreements shall be applicable to this Security Agreement.



     24. Termination. Subject to the provisions of Section 13, this Security
Agreement and each Joinder Agreement, and all obligations of the Grantors hereunder (excluding
those obligations and liabilities that expressly survive such termination) shall terminate without
delivery of any instrument or performance of any act by any party on the Facilities Termination
Date. Upon such termination of this Security Agreement, the Revolving Administrative Agent shall,
at the request and sole expense of the Grantors, promptly deliver to the Grantors such termination
statements and take such further actions as the Grantors may reasonably request to terminate of
record, or otherwise to give appropriate notice of the termination of, any Lien conferred
hereunder.



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



     26. Joinder. Each Person who shall at any time execute and deliver to the Revolving
Administrative Agent a Revolving Joinder Agreement and who is identified therein as a “Revolving
Subsidiary Grantor” and each Person who shall at any time execute and deliver a Floorplan Joinder
Agreement and who is identified therein as a “Floorplan Subsidiary Grantor” shall thereupon
irrevocably, absolutely and unconditionally become a party hereto and obligated hereunder as a
Grantor and shall have thereupon pursuant to Section 2 hereof granted a security



37









 




interest in and collaterally assigned to the Revolving Administrative Agent for the benefit of
the respective Secured Parties all respective Collateral in which it has at its Applicable Date or
thereafter acquires any interest or the power to transfer, and all references herein and in the
other Loan Documents to the Grantors or to the parties to this Security Agreement shall be deemed
to include such Person as a Grantor hereunder. Each Joinder Agreement shall be accompanied by the
Supplemental Schedules referred to therein, appropriately completed with information relating to
the Grantor executing such Joinder Agreement and its property. Each of the applicable Schedules
attached hereto shall be deemed amended and supplemented without further action by such information
reflected on the Supplemental Schedules attached to each Joinder Agreement.




     27. Rules of Interpretation. The rules of interpretation contained in Sections
1.03 and 1.06 of the Revolving Credit Agreement shall be applicable to this Security
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 Credit Extensions
(as defined in the “Revolving Credit Agreement) or Loans (as defined in the Floorplan Credit
Agreement) as referred to herein or secured hereby.



     28. Governing Law; Waivers.




     (a) THIS SECURITY 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; PROVIDED THAT (i) WITH RESPECT
TO THOSE INSTANCES IN WHICH THE APPLICABLE CHOICE OF LAWS RULES OF SUCH STATE, INCLUDING
SECTION 9-301 OF THE UCC, REQUIRE THAT THE MANNER OF CREATION OF A SECURITY INTEREST IN
SPECIFIC COLLATERAL OR THE MANNER OR EFFECT OF PERFECTION OR NONPERFECTION OR THE RULES
GOVERNING PRIORITY OF SECURITY INTERESTS ARE TO BE GOVERNED BY THE LAWS OF ANOTHER
JURISDICTION, THEN THE LAWS OF SUCH OTHER JURISDICTION SHALL GOVERN SUCH MATTERS, (ii) EACH
CONTROL AGREEMENT (INCLUDING EACH QUALIFYING CONTROL AGREEMENT) APPLICABLE TO ANY SECURITIES
ACCOUNT OR DEPOSIT ACCOUNT SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION SPECIFIED IN
SUCH CONTROL AGREEMENT, OR OTHERWISE BY THE LAWS OF THE JURISDICTION THAT GOVERN THE
SECURITIES ACCOUNT OR DEPOSIT ACCOUNT TO WHICH SUCH CONTROL AGREEMENT RELATES, AND (iii) IN
THOSE INSTANCES IN WHICH THE LAWS OF THE JURISDICTION IN WHICH COLLATERAL IS LOCATED GOVERN
MATTERS PERTAINING TO THE METHODS AND EFFECT OF REALIZING ON COLLATERAL, SUCH LAWS SHALL BE
GIVEN EFFECT WITH RESPECT TO SUCH MATTERS.




     (b) EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR



38









 







ANY JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN MAY BE
INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN MECKLENBURG COUNTY, STATE OF NORTH
CAROLINA, UNITED STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS SECURITY
AGREEMENT OR A JOINDER AGREEMENT, EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE NOW OR
HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR
PROCEEDING, AND IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.




     (c) EACH GRANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A
COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF SUCH
PARTY PROVIDED IN SECTION 25 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 REVOLVING ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY JOINDER AGREEMENT OR THE OTHER LOAN
DOCUMENTS IN THE COURTS OF ANY PLACE WHERE ANY OTHER PARTY OR ANY OF SUCH PARTY’S PROPERTY
OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY
SUCH JURISDICTION, EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH
COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, THE
JURISDICTION OF ANY OTHER COURT OR COURTS WHICH NOW OR HEREAFTER, BY REASON OF ITS PRESENT
OR FUTURE DOMICILE, OR OTHERWISE, 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 SECURITY AGREEMENT OR ANY JOINDER AGREEMENT OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH
THE FOREGOING, EACH PARTY HEREBY AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
EXPRESSLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE
TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.



39









 






     (f) EACH GRANTOR 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.



     29. Amendment and Restatement. The parties hereto agree that the Existing Security
Agreement is hereby amended and restated in this Security Agreement, and this Security Agreement
shall constitute neither a release nor novation of any lien or security interest arising under the
Existing Security Agreement nor a refinancing of any indebtedness or obligations arising thereunder
or under either of the Existing Credit Agreements or related documents, but rather the liens and
security interests in effect under the Existing Security Agreement shall continue in effect on the
terms hereof.



[Signature pages follow.]









40









 








     IN WITNESS WHEREOF, the parties have duly executed this Security Agreement on the day and year
first written above.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 
	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	Vice Chairman and Chief Financial Officer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page




 









 






	 	 	 

	 

	 	REVOLVING SUBSIDIARY GRANTORS:
	 
	 	 
	 

	 	ADI OF THE SOUTHEAST, LLC
	 

	 	ANTREV, LLC
	 

	 	ARNGAR, INC.
	 

	 	AUTOBAHN, INC.
	 

	 	AVALON FORD, INC.
	 

	 	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.
	 

	 	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.






	 	 	 	 	 	 	 

	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page




 









 





	 	 	 

	 

	 	REVOLVING SUBSIDIARY GRANTORS:
	 
	 	 
	 

	 	SAI ANN ARBOR
IMPORTS, LLC
	 

	 	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 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.






	 	 	 	 	 	 	 

	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page






 









 








	 	 	 

	 

	 	REVOLVING SUBSIDIARY GRANTORS:
	 
	 	 
	 

	 	SONIC — CARSON F,
INC.
	 

	 	SONIC — COAST
CADILLAC, INC.
	 

	 	SONIC — DENVER T,
INC.
	 

	 	SONIC — DOWNEY
CADILLAC, INC.
	 

	 	SONIC — ENGLEWOOD
M, 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 — 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.
	 

	 	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






	 	 	 	 	 	 	 

	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page







 









 








	 	 	 

	 

	 	REVOLVING SUBSIDIARY GRANTORS:
	 
	 	 
	 

	 	SONIC
AUTOMOTIVE-3700 WEST BROAD STREET, 

     COLUMBUS, INC.
	 

	 	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-HARBOR CITY H, INC.
	 

	 	SONIC-PLYMOUTH CADILLAC, INC.
	 

	 	SONIC-SATURN OF SILICON VALLEY, INC.
	 

	 	SONIC-SERRAMONTE I, 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






	 	 	 	 	 	 	 

	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page







 









 








	 	 	 

	 

	 	REVOLVING SUBSIDIARY GRANTORS:
	 
	 	 
	 

	 	SRE OKLAHOMA-2,
LLC
	 

	 	SRE OKLAHOMA-5,
LLC
	 

	 	SRE SOUTH
CAROLINA — 2, LLC
	 

	 	SRE SOUTH
CAROLINA — 3, LLC
	 

	 	SRE SOUTH
CAROLINA — 4, LLC
	 

	 	SRE TENNESSEE-4,
LLC
	 

	 	SRE VIRGINIA — 1,
LLC
	 

	 	STEVENS CREEK CADILLAC, INC.
	 

	 	TOWN AND COUNTRY
FORD, INCORPORATED
	 

	 	WINDWARD, INC.
Z MANAGEMENT, INC.






	 	 	 	 	 	 	 

	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






	 	 	 

	 

	 	SAI GA HC1, LP
	 

	 	SONIC — STONE MOUNTAIN T, L.P.
	 

	 	SONIC PEACHTREE INDUSTRIAL BLVD., L.P.
	 
	 	 
	 

	 	By: SAI GEORGIA, LLC, as Sole General Partner
	 
	 	 
	 

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






	 	 	 	 	 	 	 

	 

	 	By:
	 	\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:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page







 









 








	 	 	 

	 

	 	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 — 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:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






	 	 	 

	 

	 	SAI CLEARWATER T, LLC
	 
	 	 
	 

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






	 	 	 	 	 	 	 

	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page







 









 








	 	 	 

	 

	 	REVOLVING SUBSIDIARY GRANTORS:
	 
	 	 
	 

	 	SAI COLUMBUS T,
LLC
	 
	 	 
	 

	 	By: SONIC
AUTOMOTIVE, INC., as Sole Member






	 	 	 	 	 	 	 

	 

	 	By:
	 	\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:
	 	\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:
	 	\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:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






	 	 	 

	 

	 	SAI ROCKVILLE L, LLC
	 
	 	 
	 

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






	 	 	 	 	 	 	 

	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page




 









 





	 	 	 

	 

	 	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
	 

	 	SONIC AUTOMOTIVE
5260 PEACHTREE INDUSTRIAL BLVD., 

     LLC
	 

	 	SONIC TYSONS CORNER H, INC.
	 

	 	SONIC TYSONS CORNER INFINITI, INC.






	 	 	 	 	 	 	 

	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page








 









 








	 	 	 

	 

	 	FLOORPLAN SUBSIDIARY GRANTORS:
	 
	 	 
	 

	 	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:
	 	\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:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	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:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page







 









 








	 	 	 

	 

	 	REVOLVING ADMINISTRATIVE AGENT:
	 
	 	 
	 

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






	 	 	 	 	 	 	 

	 

	 	By:
	 	\Anne M. Zeschke\	 	 
	 

	 	Name:
	 	 

Anne M. Zeschke
	 	 
	 

	 	Title:
	 	Vice President	 	 






SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Signature Page






 









 








Schedule 1




     For purposes of this Security Agreement, a “Qualifying Control Agreement” shall mean
each of the following, as applicable to the respective items or types of property in which the
Grantor now has or may hereafter acquire an interest:




     (a) With respect to Investment Property credited to any securities account, an
agreement executed by the applicable securities intermediary substantially in a form
satisfactory to the Revolving Administrative Agent in its discretion;




     (b) With respect to Deposit Accounts or tangible personal property Collateral in the
possession, custody or control of any warehouseman or other bailee, an acknowledgment and
agreement executed by the depositary institution or bailee (each, a “Custodian”), as
the case may be, and (as to Deposit Accounts) the applicable Grantor, in form and substance
acceptable to the Revolving Administrative Agent and such Custodian;




     (c) With respect to Letter-of-Credit Rights, an acknowledgment and agreement of the
issuer or other applicable person nominated to accept drafts and or effect payment
thereunder (the “Issuer”) of the related letter of credit in form and substance
acceptable to the Revolving Administrative Agent and in which the Issuer (i) consents to and
acknowledges the Lien in favor of the Revolving Administrative Agent conferred hereunder in
proceeds of drawings under the related letter of credit, (ii) agrees that it will not
acknowledge any Lien in favor of any other Person on Letter-of-Credit Rights until it
receives notice from the Revolving Administrative Agent that all Liens on such Collateral in
favor of the Secured Parties have been released or terminated, and (iii) to the extent not
inconsistent with the express terms of the related letter of credit, agrees that upon
receipt of notice from the Revolving Administrative Agent that an Event of Default has
occurred and is continuing, it will make all payments of drawings honored by it under the
related letter of credit to the Revolving Administrative Agent, notwithstanding any contrary
instruction received from the Grantor; and


(d) With respect to any Investment Property in the form of uncertificated securities, an agreement
of the issuer of such Investment Property in form and substance acceptable to the Revolving
Administrative Agent and such issuer sufficient to confer control (within the meaning of Section
9-106 of the UCC) over such property and containing such other terms and provisions as the
Revolving Administrative Agent may reasonably request.





 












 





Schedule 7(f)

GRANTOR INFORMATION






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Automotive, Inc.

	 	Delaware

Corporation

2714319
	 	The chief executive
office for all
entities is 6415
Idlewild Rd., Suite
109, Charlotte, NC
	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ADI of the Southeast, LLC

	 	South Carolina Limited

Liability Company

N/A
	 	 	 	 	 	111 Newland Rd.
Columbia, SC
	 	CAR SON NEWSOME II L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AnTrev, LLC

	 	North Carolina

Limited Liability

Company

0659373
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Arngar, Inc.

	 	North Carolina

Corporation

0005612
	 	 	 	Cadillac of South Charlotte
	 	10725 Pineville Rd.
Pineville, NC
	 	CAR SON MAS, L.P.
	 	All Owners of
Collateral Locations
(if other than Grantor)
are unrelated lessors,
except where noted.
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Autobahn, Inc. 
















	 	California 

Corporation 

C1548941
	 	 	 	Autobahn Motors 

Main Facility 



Airspace Lease 







Remnant Parcel 







Autobahn Motors-Service / Storage 



Autobahn Motors Vehicle Storage/Detailing 

	 	700 Island Pkwy. 

Belmont, CA 



Beneath Island Pkwy. north 

of Ralston Ave. 

Belmont, CA 



East of Island Pkwy. and 

north of Ralston Ave. 

Belmont, CA 



500-510 Harbor Blvd. 

Belmont, CA 



1315 Elmer St. 

Belmont, CA
	 	SRE California – 3, LLC 





City of Belmont, CA 







SRE California – 3, LLC 







David S. Lake Trust 





George W. Williams III, Co- 

Trustee, George W. 

Williams III G.S. Trust 



George W. Williams III and 

Borel Bank, Co-Trustees, 

Hortense Williams Trust 



Lois Hortense Rosebrook 

Trust 



Katherine B. Woodlard, 

Robert P. Berryman and 

Mark A. Berryman	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Avalon Ford, Inc.

	 	Delaware

Corporation

0896102
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Auto Factory, Inc.

	 	California

Corporation

C2058910
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Beverly Hills, Inc. 








































	 	California 

Corporation 

C2069519
	 	 	 	Beverly Hills BMW – Service 

& CPO Facility 



Beverly Hills BMW – Sales 

Facility 



Beverly Hills BMW – Storage 

(Avis Lot Fee) 



8850 Wilshire Blvd. (BMW 

Beverly Hills – Storage and 

Service Overflow 



8844 Wilshire Blvd. (BMW 

Beverly Hills Storage & Service 

Overflow) 



Parking Lot 





	 	8833 Wilshire Blvd. 

Beverly Hills, CA 



8825 Wilshire Blvd. 

Beverly Hills, CA 



8931 Wilshire Blvd. 

Beverly Hills, CA 



8850 Wilshire Blvd. 

Beverly Hills, CA 





8844 Wilshire Blvd. 

Beverly Hills, CA 



8942 Wilshire Blvd. 

Beverly Hills, CA 



NE Corner Citrus Ave. & 

	 	Dusenberg Investments 





8825 Wilshire, LLC 





Fortress Holdings L.P. 





Illoulian Properties 







Illoulian Properties 





Casden Lapeer LP 





DSG Wilshire LLC and 
	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	FAA Beverly Hills, Inc. 

(continued)

	 	 	 	 	 	Parking Lot 





Service Facility Relocations Site 

	 	Carling Way 

Beverly Hills, CA 



9000-9001 Olympic Blvd. 

Beverly Hills, CA
	 	JW Wilshire LLC 





Landmark Group, LLC 


	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Capitol N, Inc.

	 	California

Corporation

C2054429
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Concord H, Inc.

	 	California

Corporation

C2004304
	 	 	 	Concord Honda
	 	1300 Concord Ave.
Concord, CA




2241 Commerce Ave.
Concord, CA
	 	Rosewood Village Associates





Stan Gaunt	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Concord T, Inc.

	 	California

Corporation

C0613543
	 	 	 	Concord Toyota

Concord Scion
	 	1090 Concord Ave.
Concord, CA
	 	1090 Concord Associates, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Dublin N, Inc.

	 	California

Corporation

C2007600
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	FAA Dublin VWD, Inc.

	 	California

Corporation

C2007571
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Holding Corp.

	 	California

Corporation

C2174202
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Las Vegas H, Inc.

	 	Nevada

Corporation

C13186-1999
	 	 	 	Honda West
	 	7615 W. Sahara Ave.
Las Vegas, NV
	 	CARS CNI-2 L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Poway H, Inc.

	 	California

Corporation

C2006230
	 	 	 	Poway Honda
	 	13747 Poway Rd.
Poway, CA
	 	Bay Automotive Properties, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Poway T, Inc.

	 	California

Corporation

C2006232
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	Chartown is indirectly
owned by O. Bruton
Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	FAA San Bruno, Inc. 


















	 	California 

Corporation 

C2004303
	 	 	 	Melody Toyota 

Melody Scion 

(Main Facility) 



(Service and Parts Facility) 





(Parking Lot – New and Used) 





(Main Facility) 





(Used Car Facility) 







(Parking – Used Cars) 







(Used Cars) 







(Parking Lot) 

	 	750 El Camino Real 

San Bruno, CA 





222 E. San Bruno Ave. 

San Bruno, CA 



732 El Camino Real 

San Bruno, CA 



750 El Camino Real 

San Bruno, CA 



650 El Camino Real 

San Bruno, CA 





650 and 660 El Camino Real 

San Bruno, CA 



650 and 660 El Camino Real 

San Bruno, CA 



692 El Camino Real 

San Bruno, CA
	 	Bill & Sylvia Wilson 







L & P Kaplan 





Peter J. Mandell and Susan 

Gootnick 



Thomas Chapman Trust 





Martha E. Bishop, Helen J. 

Carey, The Mary Colter 

McDonald Trust 



Bill Malkason 







Sonic Development, LLC 







Tommie Carol Ann Mobley 

and Larry Malasoma
	 	









































Subsidiary of 

Sonic 

Automotive, Inc
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	FAA Santa Monica V, Inc.

	 	California

Corporation

C2165877
	 	 	 	Volvo of Santa Monica
	 	1719 Santa Monica Blvd. 

Santa Monica, CA 



1801 Santa Monica Blvd. 

Santa Monica, CA
	 	CARS-DB4, LP 





Sully Three SM, LLC 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Serramonte, Inc.

	 	California

Corporation

C2004221
	 	 	 	Serramonte Auto Plaza 

Serramonte Mitsubishi 



Serramonte Auto Plaza 

(Mitsubishi Service and Parts) 





Serramonte Nissan 

Kia Serramonte 





Serramonte PDI Center
	 	1500 Collins Ave. 

Colma, CA 



445 Serramonte Blvd. 

Colma, CA 





630 & 650 Serramonte Blvd. 

Colma, CA 



900 Collins Ave. 

Colma, CA
	 	Price Trust 





Price Trust 







Cypress Abbey Company 







Portola Properties	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Serramonte H, Inc.

	 	California

Corporation

C2069465
	 	 	 	Honda of Serramonte
	 	485 Serramonte Blvd.
Colma, CA
	 	Price Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Serramonte L, Inc.

	 	California

Corporation

C2004222
	 	 	 	Lexus of Serramonte 

Lexus of Marin 









Lexus of Marin – Used Cars
	 	700 Serramonte Blvd. 

Colma, CA 



535 Francisco Blvd. E. 

San Rafael, CA 



535 Francisco Blvd. E. 

San Rafael, CA
	 	Price Trust 





CAR FAA II LLC 





Hendrickson Development, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	FAA Stevens Creek, Inc.

	 	California

Corporation

C2004216
	 	 	 	Stevens Creek Nissan 







Stevens Creek Nissan – Offsite 

Vehicle Storage 



Stevens Creek Nissan – Used 

Car Lot 



Stevens Creek Nissan – Detail 

and Service Center
	 	4855 & 4875 Stevens Creek 

Blvd. 

Santa Jose, CA 



1507 South 10th St. 

San Jose, CA 



4795 Stevens Creek Blvd. 

San Jose, CA 



4885 Stevens Creek Blvd. 

San Jose, CA
	 	Rosewood Village 

Associates 





10th Street Land 

Management 



Donald S. & Mary S. 

Abinante 



Edmiston & Hock 

Enterprises, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Torrance CPJ, Inc.

	 	California

Corporation

C2165823
	 	 	 	South Bay Chrysler Jeep 

Dodge Main Facility 









CJ Storage Lot 





Vehicle Storage Lot
	 	20900 Hawthorne Blvd. 

Torrance, CA 



20433 Hawthorne Blvd. 

Torrance, CA 



20465 Hawthorne Blvd. 

Torrance, CA 



NE Corner of Parcel #38, 

Spencer St. 

Torrance, CA
	 	Miletich-Jones Land Co. 





Del Thorne LLC 





Marvin Lazar 





Beach Front Property 

Management, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FirstAmerica Automotive, Inc.

	 	Delaware

Corporation

2761294
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Fort Mill Ford, Inc.

	 	South Carolina

Corporation
	 	 	 	Fort Mill Ford
	 	801 Gold Hill Rd.
Fort Mill, SC
	 	SRE South Carolina-1, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Fort Myers Collision Center, LLC

	 	Florida

Limited Liability Company

L00000004315
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Franciscan Motors, Inc.

	 	California

Corporation

C1532758
	 	 	 	Acura of Serramonte
	 	465/475 Serramonte Blvd.
Colma, CA
	 	Price Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Kramer Motors Incorporated

	 	California

Corporation

C0392185
	 	 	 	Honda of Santa Monica 





Honda of Santa Monica 







Honda of Santa Monica (other) 





Honda of Santa Monica 

(storage) 



Honda of Santa Monica (Fleet)
	 	1720 Santa Monica Blvd. 

Santa Monica, CA 



1801 Santa Monica Blvd. 

and 1347 – 18th St. 

Santa Monica CA 



1411 – 17th St. 

Santa Monica, CA 



1819 Santa Monica Blvd. 

Santa Monica, CA 



1714 Santa Monica Blvd. 

Santa Monica, CA
	 	CARS-DB4, LP 





Sully Three SM, LLC 







Sully Three SM, LLC 





Sully Three SM, LLC 





Adele Coury and Lucille 

Almir	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	L Dealership Group, Inc.

	 	Texas

Corporation

151278900
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Marcus David Corporation

	 	North Carolina

Corporation

0272880
	 	 	 	Town and Country Toyota 

Certified Used Cars 

Lot 



CPO and Truck Sales 





Town and Country Toyota- 

Scion 

Town and Country Toyota
	 	9900 South Blvd. 

Charlotte, NC 





1300 Cressida Dr. 

Charlotte, NC 



9101 South Blvd. 

Charlotte, NC
	 	Jessco Ltd. Properties 







National Retail Properties, 

LP 



MMR Holdings, LLC 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Massey Cadillac, Inc.

	 	Tennessee

Corporation

0230052
	 	 	 	Massey Cadillac
	 	24600 Grand River Ave.
Detroit, MI
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Mountain States Motors Co., Inc.

	 	Colorado Corporation

19911043766
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ontario L, LLC

	 	California

Limited Liability Company

200330110050
	 	 	 	Crown Lexus
	 	1125 Kettering Dr.
Ontario, CA
	 	M.F. Salta Co., Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Philpott Motors, Ltd.

	 	Texas

Limited Partnership

12223010
	 	 	 	Philpott Motors Hyundai 





(Hangar Lease) 





Philpott Ford 

Philpott Toyota 



Philpott Ford-Toyota 

(Fleet/Body Shop)
	 	1900 U.S. Hwy. 69 

Nederland, TX 



4605 Third St. Airport 

Beaumont, TX 



1400 U.S. Hwy. 69 

Nederland, TX 



2727 Nall St. 

Port Neches, TX
	 	Rustin B. Penland 





Jefferson County, Texas 





Philpott Properties, Ltd. 





Philpott Properties, Ltd. 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI AL HC1, Inc.

	 	Alabama

Corporation

D/C 206-272
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI AL HC2, Inc.

	 	Alabama

Corporation

D/C 199-217
	 	 	 	Tom Williams Collision Center
	 	1874 Grants Mill Rd.
Irondale, AL
	 	SRE Alabama – 2, LLC
	 	Indirect Subsidiary of
Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Ann Arbor Imports, LLC

	 	Michigan

Limited Liability

Company

E15303
	 	 	 	Mercedes-Benz of Ann Arbor 





BMW of Ann Arbor
	 	570 Auto Mall Dr. 

Ann Arbor, MI 



501 Auto Mall Dr. 

Ann Arbor, MI
	 	SRE Michigan-1, LLC 

c/o CARS 



SRE Michigan-2 LLC 

c/o CARS	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI Atlanta B, LLC

	 	Georgia

Limited Liability Company

08083814
	 	 	 	Global Imports BMW

Global Imports MINI
	 	500 Interstate North Pkwy. SE
Atlanta, GA
	 	MMR Holdings, LLC

c/o Capital Automotive REIT

McLean, VA 22102

Attn: Portfolio Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Broken Arrow C, LLC

	 	Oklahoma Limited

Liability Company

3512215667
	 	 	 	Momentum Chevrolet of Broken Arrow




Speedway Chevrolet
	 	2301 N. Aspen Ave.
Broken Arrow, OK
	 	Miller Family Real Estate, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Charlotte M, LLC

	 	North Carolina

Limited Liability Company

0433486
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Clearwater T, LLC

	 	Florida Limited

Liability Company

L08000116713
	 	 	 	Clearwater Toyota

Clearwater Scion
	 	21799 U.S. Hwy. 19 N.
Clearwater, FL
	 	CARS-DB4, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Columbus Motors, LLC

	 	Ohio Limited Liability

Company

CP13127
	 	 	 	Hatfield Subaru

Hatfield Hyundai
	 	1400 Auto Mall Dr.
Columbus, OH
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Columbus T, LLC

	 	Ohio Limited Liability

Company

CP13128
	 	 	 	Toyota West

Scion West

Hatfield Automall
	 	1500 Automall Dr.
Columbus, OH
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI Columbus VWK, LLC

	 	Ohio Limited Liability

Company

CP13130
	 	 	 	Hatfield Kia

Hatfield Volkswagen
	 	1495 Auto Mall Dr.
Columbus, OH
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI FL HC2, Inc.

	 	Florida

Corporation

P98000016038
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI FL HC3, Inc.

	 	Florida

Corporation

P98000064012
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI FL HC4, Inc.

	 	Florida

Corporation

P98000064009
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI FL HC7, Inc.

	 	Florida

Corporation

F86660
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI Fort Myers B, LLC

	 	Florida Limited

Liability Company

L08000116712
	 	 	 	BMW of Fort Myers 







MINI of Fort Myers 

	 	15421 S. Tamiami Tr. 

Fort Myers, FL 





13880 S. Tamiami Tr. 

Fort Myers, FL
	 	SRE Florida – 1, LLC 







CARS (SON-064)
	 	Indirect 

subsidiary of 

Sonic 

Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Fort Myers H, LLC

	 	Florida Limited

Liability Company

L08000116710
	 	 	 	Honda of Fort Myers
	 	14020 S. Tamiami Tr.
Fort Myers, FL
	 	CAR SONFREE, LLC
(also tenant for VW of Fort Myers)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Fort Myers M, LLC

	 	Florida

Limited Liability Company

L98000002089
	 	 	 	Mercedes-Benz of Fort Myers
	 	15461 S. Tamiami Tr.
Fort Myers, FL
	 	SRE Florida – 1, LLC
	 	Indirect subsidiary of
Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Fort Myers VW, LLC

	 	Florida Limited

Liability Company

L08000116709
	 	 	 	Volkswagen of Fort Myers
	 	14060 S. Tamiami Tr.
Fort Myers, FL
	 	CAR SONFREE, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI GA HC1, LP

	 	Georgia

Limited Partnership

0224680
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI Georgia, LLC

	 	Georgia Limited

Liability Company

08094603
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Irondale Imports, LLC

	 	Alabama Limited

Liability Company

428-744
	 	 	 	Tom Williams Imports (BMW) 





Tom Williams Audi 

Tom Williams Porsche 



Land Rover Birmingham 





MINI of Birmingham
	 	1000 Tom Williams Way 

Irondale, AL 



3001 Tom Williams Way 

Irondale, AL 



3000 Tom Williams Way 

Irondale, AL 



2001 Tom Williams Way 

Irondale, AL
	 	SRE Alabama – 2, LLC 





SRE Alabama – 2, LLC 





SRE Alabama – 2, LLC 





SRE Alabama – 2, LLC
	 	Indirect 

Subsidiary of 

Sonic 

Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Irondale L, LLC

	 	Alabama

Corporation

DLL 662-073
	 	 	 	Tom Williams Lexus
	 	1001 Tom Williams Way

Irondale, AL
	 	SRE Alabama – 2, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Long Beach B, Inc.

	 	California Corporation

C2998588
	 	 	 	Long Beach BMW

Long Beach MINI
	 	2998 Cherry Ave.
Signal Hill, CA 90755
	 	Velma M. Robinett, Trustee of the Alda C. Jones Trust
c/o Signal Hill Redevelopment Agency
2175 Cherry Ave.
Signal Hill, CA 90806	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI MD HC1, Inc.

	 	Maryland

Corporation

D05310776
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Monrovia B, Inc.

	 	California Corporation

C2979304
	 	 	 	BMW of Monrovia 











MINI of Monrovia
	 	1425-1451 South Mountain 

Ave. 

Monrovia, CA 







1875 South Mountain Ave. 

Monrovia, CA
	 	Assael Family Trust 

c/o Dennis D. and Charyl A. 

Assael, Trustees 

222 Heliotrope Ave. 

Corona del Mar, CA 92625 



SRE California – 4, LLC
	 	











SRE California – 4, LLC
is an indirect
subsidiary of Sonic
Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Montgomery B, LLC

	 	Alabama Limited

Liability Company

428-746
	 	 	 	BMW of Montgomery
	 	190 Eastern Blvd.
Montgomery, AL
	 	CC&I LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Montgomery BCH, LLC

	 	Alabama Limited

Liability Company

428-745
	 	 	 	Classic Cadillac Buick 

Classic Cadillac GMC Buick 



Classic Cadillac 

	 	833 Eastern Blvd. 

Montgomery, AL 



	 	James L. Rouse & Reese H. 

Bricken 




	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI Montgomery CH, LLC

	 	Alabama Limited

Liability Company

428-747
	 	 	 	Capitol Chevrolet 







Capitol Hyundai
	 	711 Eastern Blvd. 

Montgomery, AL 





2820 Eastern Blvd. 

Montgomery, AL
	 	SRE Alabama-1, LLC 







CAR BSC L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Nashville CSH, LLC

	 	Tennessee

Limited Liability Company

0336183
	 	 	 	Crest Cadillac

Crest Saab
	 	2121 Rosa L. Parks Blvd.
Nashville, TN
	 	CAR SON MAS TN L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Nashville H, LLC

	 	Tennessee

Limited Liability Company

0336180
	 	 	 	Crest Honda
	 	2215 Rosa L. Parks Blvd.
Nashville, TN
	 	CAR SON MAS TN L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Nashville M, LLC

	 	Tennessee

Limited Liability Company

0336182
	 	 	 	Mercedes-Benz of Nashville
smart center of Nashville
	 	630 Bakers Bridge Ave.
Franklin, TN
	 	BKB Properties LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI Nashville Motors, LLC

	 	Tennessee Limited

Liability Company

0566970
	 	 	 	Audi Nashville
Jaguar Nashville
Porsche of Nashville
	 	2350 Franklin Pike 

Nashville, TN 







725 Melpark Dr. 

Nashville, TN
	 	SRE Tennessee – 4, LLC 

6415 Idlewild Rd. 

Suite 109 

Charlotte, NC 



SRE Tennessee – 4, LLC 

6415 Idlewild Rd. 

Suite 109 

Charlotte, NC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI OK HC1, Inc.

	 	Oklahoma

Corporation

1900632183
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Oklahoma City C, LLC

	 	Oklahoma Limited

Liability Company

3512215668
	 	 	 	City Chevrolet
	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Oklahoma City H, LLC

	 	Oklahoma Limited

Liability Company

3512215666
	 	 	 	Momentum Honda Northwest

Steve Bailey Pre-Owned Super Center

Steve Bailey Honda
	 	8700 NW Expressway

Oklahoma City, OK
	 	Heitzinger Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI Oklahoma City T, LLC

	 	Oklahoma Limited

Liability Company

3512215664
	 	 	 	Dub Richardson Toyota 

Dub Richardson Scion 



(Body Shop) 



Momentum Toyota Northwest 

Momentum Scion Northwest 

	 	8401 NW Expressway 

Oklahoma City, OK 



9038 NW Expressway 

Oklahoma City, OK
	 	Heitzinger Associates and 

Geary Plaza Associates 



Heitzinger Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Orlando CS, LLC

	 	Florida Limited

Liability Company

L08000116711
	 	 	 	Massey Cadillac [North] 

Massey Saab of Orlando 





Massey Cadillac South 





(side street access; possible 

vehicle storage)
	 	4241 N. John Young Pkwy. 

Orlando, FL 



8819 S. Orange Blossom Tr. 

Orlando, FL 



1851 Landstreet Rd. 

Orlando, FL
	 	CAR SON MAS, L.P. 





CAR SON MAS, L.P. 







Sonic Development, LLC 

	 	













Sonic Development, LLC
is a direct subsidiary
of Sonic Automotive,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Riverside C, LLC

	 	Oklahoma Limited

Liability Company

3512215685
	 	 	 	Riverside Chevrolet 

(Main Facility) 



(Reconditioning Facility) 



Momentum Chevrolet of Tulsa
	 	707 W. 51st St. 

Tulsa, OK 



2002 W. Skelly Dr. 

Tulsa, OK
	 	Hudiburg Trusts Partnership 





Union Limited Liability 

Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI Rockville Imports, LLC

	 	Maryland

Limited Liability

Company

W12791083
	 	 	 	Rockville Audi 

Rockville Porsche-Audi 

Porsche of Rockville 







(Parking Lot)
	 	1125 Rockville Pike 

Rockville, MD 20852 









1550 Rockville Pike 

Rockville, MD 20852 

	 	SRE-Virginia 1, LLC 

c/o Sonic Automotive, Inc. 

6415 Idlewild Rd., 

Suite 109 

Charlotte, NC 



Rockville Associates, Inc.
	 	Indirect 

Subsidiary of 

Sonic 

Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Rockville L, LLC

	 	Maryland

Limited Liability Company

W12796074
	 	 	 	Lexus of Rockville
	 	15501 & 15515 Frederick Rd.
Rockville, MD 





15814-A and B Paramount Dr. 

Rockville, MD
	 	Royco, Inc. 

8121 Georgia Ave. 

Suite 500 

Silver Spring, MD 20910 



Beltway Cable Services Inc. 

15815 Paramount Dr. 

Rockville, MD 20855	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Santa Clara K, Inc.

	 	California Corporation

C3335681
	 	 	 	Kia of Stevens Creek
	 	4333 Stevens Creek Blvd. Santa Clara, CA 95051
	 	SRE California – 7 SCB, LLC
	 	Indirect Subsidiary of
Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI TN HC1, LLC

	 	Tennessee

Limited Liability Company

0336184
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SAI TN HC2, LLC

	 	Tennessee Limited

Liability Company

0336185
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI TN HC3, LLC

	 	Tennessee

Limited Liability Company

0336181
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Tulsa N, LLC

	 	Oklahoma Limited

Liability Company

3512215684
	 	 	 	Riverside Nissan
	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Tulsa T, LLC

	 	Oklahoma Limited

Liability Company

3512215671
	 	 	 	Momentum Toyota of Tulsa
Momentum Scion of Tulsa
Riverside Toyota
Riverside Scion
	 	6868 East B.A. Frontage Rd.
Tulsa, OK
	 	CAR SON OK TOY L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Santa Clara Imported Cars, Inc.

	 	California

Corporation

C0587296
	 	 	 	Honda of Stevens Creek 



Stevens Creek Used Cars 



Stevens Creek Honda – Offsite Vehicle Storage
	 	4590 Stevens Creek Blvd. 

San Jose, CA 





1507 South 10th St. 

San Jose, CA
	 	SRE California – 8 SCH, 

LLC 





10th Street Land Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic – 2185 Chapman Rd., Chattanooga, LLC

	 	Tennessee

Limited Liability Company

0366281
	 	 	 	Economy Honda Superstore
	 	2135 Chapman Rd.
Chattanooga, TN
	 	Standefer Investment Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Advantage PA, L.P.

	 	Texas

Limited Partnership

800235623
	 	 	 	Porsche of West Houston 





Audi West Houston 



Momentum Luxury Cars
	 	11890 Katy Fwy. 

Houston, TX 



11850 and 11890 Katy 

Fwy., Houston, TX 



	 	SRE Texas – 2, L.P. 





SRE Texas – 2, L.P. 



	 	SRE Texas – 2, L.P. is
an indirect subsidiary
of Sonic Automotive,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Agency, Inc.

	 	Michigan

Corporation

35010C
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive – 1720 Mason Ave., DB, Inc.

	 	Florida

Corporation

P98000064005
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive – 1720 Mason Ave., DB, LLC

	 	Florida

Limited Liability Company

L98000001576
	 	 	 	Mercedes-Benz of Daytona Beach
	 	1720 Mason Ave.
Daytona Beach, FL
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Automotive 2752 Laurens Rd., Greenville,
Inc.

	 	South Carolina

Corporation
	 	 	 	Century BMW 

Century MINI 



(Parking Lot) 







Century BMW Mini
	 	2750 Laurens Rd. 

Greenville, SC 



17 Duvall and 2758 Laurens Rd. 

Greenville, SC 



2930-2934 Laurens Rd. 

Greenville, SC
	 	MMR Holdings, LLC 





Brockman Real Estate, LLC 







SRE South Carolina – 2, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive – 3401 N. Main, TX, L.P.

	 	Texas

Limited Partnership

11376510
	 	 	 	Ron Craft Chevrolet Cadillac

Baytown Auto Collision Center
	 	4114 Hwy. 10 E.
Baytown, TX
	 	CAR SON BAY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive-3700 West Broad Street,
Columbus, Inc.

	 	Ohio

Corporation

CP13131
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive-4000 West Broad Street,
Columbus, Inc.

	 	Ohio

Corporation

CP13126
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive – 4701 I-10 East, TX, L.P.

	 	Texas

Limited Partnership

11345010
	 	 	 	Baytown Ford
	 	4110 Hwy. 10 E.
Baytown, TX
	 	CAR SON BAY, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Automotive 5260 Peachtree Industrial
Blvd., LLC

	 	Georgia

Limited Liability Company

K734665
	 	 	 	Dyer and Dyer Volvo
(Chamblee location)
	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive – 6008 N. Dale Mabry, FL, Inc.

	 	Florida

Corporation

P98000084876
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive- 9103 E. Independence, NC, LLC

	 	North Carolina

Limited Liability Company

0470751
	 	 	 	Infiniti of Charlotte




Infiniti of Charlotte Parking Lot
	 	9103 E. Independence Blvd. 

Matthews, NC 



9032 Scenic Dr. 

Matthews, NC
	 	MMR Holdings, LLC 





CAR SON CHAR L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive F&I, LLC

	 	Nevada

Limited Liability Company

LLC8620-1999
	 	 	 	 	 	7000 Las Vegas Blvd. N.
Suite 200
Las Vegas, NV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive of Chattanooga, LLC

	 	Tennessee

Limited Liability Company

0336188
	 	 	 	BMW of Chattanooga
	 	6806 E. Brainerd Rd.
Chattanooga, TN
	 	75 Pointe Centre Partners, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Automotive of Nashville, LLC

	 	Tennessee

Limited Liability Company

0336186
	 	 	 	BMW of Nashville
MINI of Nashville
Sonic Automotive Body Shop
	 	4040 Armory Oaks Dr.
Nashville, TN
	 	H.G. Hill Realty Company, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive of Nevada, Inc.

	 	Nevada

Corporation

C18014-1997
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive of Texas, L.P.

	 	Texas

Limited Partnership

11324210
	 	 	 	Lone Star Ford
	 	8477 North Fwy.
Houston, TX
	 	MMR Viking Investment Associates, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive Support, LLC

	 	Nevada

Limited Liability Company

LLC19412-2003
	 	 	 	 	 	7000 Las Vegas Blvd. N.
Suite 200
Las Vegas, NV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Automotive West, LLC

	 	Nevada

Limited Liability Company

LLC9139-1999
	 	 	 	 	 	7000 Las Vegas Blvd. N.
Suite 200
Las Vegas, NV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic-Buena Park H, Inc.

	 	California

Corporation

C2356456
	 	 	 	Buena Park Honda 

– Employee Parking 



Buena Park Honda – Main 





Buena Park Honda – Storage
	 	7697 Beach Blvd. 

Buena Park, CA 



6411 Beach Blvd. 

Buena Park, CA 



6192 & 6222 Manchester Ave. and Western Ave.
	 	Abbott Investments 





Slata Lamacchia Land Company 



Morgan Adams	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Cadillac D, L.P.

	 	Texas

Limited Partnership

800061917
	 	 	 	Massey Cadillac
	 	11675 LBJ Fwy.
Dallas, TX
	 	CAR SON MAS GAR, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Calabasas A, Inc.

	 	California

Corporation

C2413759
	 	 	 	Acura 101 West
	 	24650 Calabasas Rd.
Calabasas, CA
	 	CARS CNI-2 L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Calabasas M, Inc.

	 	California Corporation

C2975101
	 	 	 	Mercedes-Benz of Calabasas
	 	24181 Calabasas Rd. 

Calabasas, CA 91302 

















Parking lot north of and abutting above
address containing 20,036 square feet, more or
less
	 	Arthur D’Egidio and 

Assunta D’Egidio, as 

Trustees of the D’Egidio 

Trust dated May 13, 1985 

and Maria A. D’Egidio, as 

Trustee of the D’Egidio 

Trust dated April 29, 1985 

17401 Gresham St. 

Northridge, CA 91325 



City of Calabasas, California 

26135 Mureau Rd. 

Calabasas, CA 91302 

Attn: City Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic – Calabasas V, Inc.

	 	California

Corporation

C2501983
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Camp Ford, L.P.

	 	Texas

Limited Partnership

12312610
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Capitol Cadillac, Inc.

	 	Michigan

Corporation

26619C
	 	 	 	Capitol Cadillac 



Capitol Hummer 

	 	5901 S. Pennsylvania Ave. 

Lansing, MI
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Capitol Imports, Inc.

	 	South Carolina

Corporation
	 	 	 	Capitol Imports

Capitol Hyundai
	 	101 Newland Rd.
Columbia, SC
	 	CAR SON NEWSOME II L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Carrollton V, L.P.

	 	Texas

Limited Partnership

13894610
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Carson F, Inc.

	 	California

Corporation

C2375909
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic-Carson LM, Inc.

	 	California

Corporation

C2375100
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Clear Lake Volkswagen, L.P.

	 	Texas

Limited Partnership

800207889
	 	 	 	Momentum Volkswagen of Clear Lake
Clear Lake Volkswagen
	 	15100 Gulf Fwy.
Houston, TX
	 	CARS-DB4, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Coast Cadillac, Inc.

	 	California

Corporation

C2124569
	 	 	 	Coast Cadillac
	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Denver T, Inc.

	 	Colorado

Corporation

20021350687
	 	 	 	Mountain States Toyota and Scion 



Mountain States Toyota
	 	201 W. 70th Ave. 

Denver, CO
	 	SRE Colorado – 1, LLC
	 	Indirect subsidiary of
Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Development, LLC

	 	North Carolina Limited

Liability Company

0483658
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
Bruton O. Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Divisional Operations, LLC

	 	Nevada

Limited Liability Company

LLC26157-2004
	 	 	 	 	 	7000 Las Vegas Blvd. N.
Suite 200
Las Vegas, NV
	 	Nevada Speedway, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Downey Cadillac, Inc.

	 	California

Corporation

C2375896
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Englewood M, Inc.

	 	Colorado Corporation

20021021611
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Fort Worth T, L.P.

	 	Texas

Limited Partnership

13920710
	 	 	 	Toyota of Fort Worth
Scion of Fort Worth
	 	9001 Camp Bowie W.
Fort Worth, TX
	 	SON MCKNY II, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Frank Parra Autoplex, L.P.

	 	Texas

Limited Partnership

800079059
	 	 	 	Frank Parra Chevrolet 





Frank Parra Chrysler Jeep 

Frank Parra Chrysler Jeep Dodge
	 	1000 E. Airport Fwy. 

Irving, TX 



700 E. Airport Fwy. 

Irving, TX 

	 	CAR SON PARR L.P. 





CAR SON PARR L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	II.	 		 		 		 		 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Fremont, Inc.

	 	California Corporation

C2935225
	 	 	 	Jaguar Fremont

Land Rover Fremont

Volvo Fremont
	 	5601 and 5701 Cushing Pkwy.
Fremont, CA
	 	NICPA of Fremont, Ltd.
c/o NICPA Interest, Inc., its general partner
Attention: Ricardo M. Weitz, President
9896 Bissonnet, 5th Floor
Houston, Texas 77036	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Harbor City H, Inc.

	 	California

Corporation

C2356454
	 	 	 	Carson Honda
	 	1435 E. 223rd St.
Carson, CA
	 	ENRI 2, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Houston JLR, LP

	 	Texas Limited

Partnership 800735509
	 	 	 	Jaguar Houston North

Land Rover Houston North
	 	18205 Interstate 45 N

Houston, TX
	 	NICPA Holdings, Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Houston LR, L.P.

	 	Texas

Limited Partnership

800236309
	 	 	 	Land Rover Houston Central



Jaguar Houston Central
	 	7019 Old Katy Rd.
Houston, TX




7025 Old Katy Rd.
Houston, TX
	 	Capital Automotive, LP




SRE Texas – 7, L.P.
	 	SRE Texas – 7, L.P. is
an indirect subsidiary
of Sonic Automotive,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Houston V, L.P.

	 	Texas

Limited Partnership

15286810
	 	 	 	Volvo of Houston




(Body Shop)
	 	11950 Old Katy Rd. 

Houston, TX 



1321 Sherwood Forest Dr. 

Houston, TX
	 	CAR SON NSV II, L.P. 





CAR SON NSV II, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Jersey Village Volkswagen, L.P.

	 	Texas

Limited Partnership

800207902
	 	 	 	Momentum Volkswagen of Jersey Village
	 	19550 Northwest Fwy.
Houston, TX
	 	CAR 2 MOM, LP 


Elcon Properties, Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic – Las Vegas C East, LLC

	 	Nevada

Limited Liability Company

LLC7435-2000
	 	 	 	Cadillac of Las Vegas
	 	2711 E. Sahara Ave.
Las Vegas, NV
	 	GIHM, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Las Vegas C West, LLC

	 	Nevada

Limited Liability Company

LLC7434-2000
	 	 	 	Cadillac of Las Vegas
Cadillac of Las Vegas – West
	 	5185 W. Sahara Ave.
Las Vegas, NV
	 	TAS Holding Limited Partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Lloyd Nissan, Inc.

	 	Florida

Corporation

P99000014918
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Lloyd Pontiac – Cadillac, Inc.

	 	Florida

Corporation

P99000014911
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Lone Tree Cadillac, Inc.

	 	Colorado

Corporation

20021021609
	 	 	 	Don Massey Cadillac 





Don Massey Collision Center
	 	8201 Parkway Dr. 

Lone Tree, CO 



6208 E. County Line Rd. 

Littleton, CO
	 	County Line, LLC 

Argonaut Holdings, LLC 



Sunrise Real Estate Services Colorado LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic – LS Chevrolet, L.P.

	 	Texas

Limited Partnership

11958210
	 	 	 	Lone Star Chevrolet 





Lone Star Chevrolet Parking Lot
	 	18800 North Fwy. 

Houston, TX 



18990 Northwest Fwy. 

Houston, TX
	 	CARS-DB4, L.P. 





CAR SON STAR, L.P. 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – LS, LLC

	 	Delaware

Limited Liability Company

3440418
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Lute Riley, L.P.

	 	Texas

Limited Partnership

11869810
	 	 	 	Lute Riley Honda 





(Body Shop) 

	 	1331 N. Central Expy. 

Richardson, TX 



13561 Goldmark Dr. 

Richardson, TX
	 	MMR Viking Investment 

Associates, LP 



CARS (SON-105)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Manhattan Fairfax, Inc.

	 	Virginia

Corporation

0521177-6
	 	 	 	BMW of Fairfax




(Parking Facility)
	 	8427 Lee Hwy.
Fairfax, VA




8435 Lee Hwy.
Fairfax, VA
	 	MMR Holdings, LLC



Cockrill Carr, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Massey Chevrolet, Inc.

	 	California

Corporation

C2375359
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Momentum B, L.P.

	 	Texas

Limited Partnership

800235477
	 	 	 	Momentum BMW 

Momentum MINI 



Momentum BMW (West) 





(Momentum Body Shop) 





Momentum Collision Center
	 	10002 Southwest Fwy. 

Houston, TX 



15865 Katy Fwy. 

Houston, TX 



9911 Centre Pkwy. 

Houston, TX
	 	CARS CNI-2, LP 





RMC AutoSonic BMWN, 

L.P. 



CARS CNI-2, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Momentum JVP, L.P.

	 	Texas

Limited Partnership

800235475
	 	 	 	Jaguar Southwest Houston 

Land Rover Southwest 

Houston 

Momentum Volvo 



Momentum Porsche
	 	10150 Southwest Fwy. 

Houston, TX 







10155 Southwest Fwy. 

Houston, TX
	 	CARS CNI-2, LP 









SRE Texas – 3, L.P.
	 	









SRE Texas – 3, L.P. is
an indirect subsidiary
of Sonic Automotive,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Momentum VWA, L.P.

	 	Texas

Limited Partnership

800207910
	 	 	 	Momentum Volkswagen 





Momentum Audi Certified Pre-Owned Sales 



Momentum Audi 





Momentum Audi Back Lot 

(Storage) 



Momentum Audi – Parking
	 	2405 Richmond Ave. 

Houston, TX 



2309 Richmond Ave. 

Houston, TX 



2315 Richmond Ave. 

Houston, TX 



3717-3725 Revere St. 

Houston, TX 



2401 Portsmouth 

Houston, TX
	 	RMC Auto Sonic VWA, LP 





RMC Auto Sonic VWA, LP 





CAR 2 MOM, LP 





La Mesa Properties Limited 





La Mesa Properties Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Newsome Chevrolet World, Inc.

	 	South Carolina

Corporation
	 	 	 	Capitol Chevrolet
	 	111 Newland Rd.
Columbia, SC
	 	CAR SON NEWSOME II L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Newsome of Florence, Inc.

	 	South Carolina

Corporation
	 	 	 	Capitol Chevrolet of Florence Capitol Imports of Florence
Newsome Automotive (Mercedes)
Capitol Automotive of Florence
Imports of Florence (BMW)
Newsome Chevrolet
	 	2199 David McLeod Blvd.
Florence, SC
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic – North Charleston Dodge, Inc.

	 	South Carolina

Corporation
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a

Independence Office Park
	 	A portion of
Chartown is indirectly
owned by O. Bruton
Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic of Texas, Inc.

	 	Texas

Corporation

150782300
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Peachtree Industrial Blvd., L.P.

	 	Georgia

Limited Partnership

K739239
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Plymouth Cadillac, Inc.

	 	Michigan

Corporation

26618C
	 	 	 	Don Massey Cadillac
	 	40475 Ann Arbor Rd.
Plymouth, MI
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Resources, Inc.

	 	Nevada

Corporation

C24652-2001
	 	 	 	 	 	7000 Las Vegas Blvd. N.
Suite 200
Las Vegas, NV	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Richardson F, L.P.

	 	Texas

Limited Partnership

14037410
	 	 	 	North Central Ford
	 	1819 N. Central Expy.
Richardson, TX
	 	Baillargeon Family LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic – Sanford Cadillac, Inc.

	 	Florida

Corporation

P02000010148
	 	 	 	Massey Cadillac of Sanford
	 	3700 S. Hwy. 17-92
Sanford, FL
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Santa Monica M, Inc.

	 	California

Corporation

C2727452
	 	 	 	W.I. Simonson 











(Service) 





(Parking)
	 	1626 Wilshire Blvd. 

Santa Monica, CA 



1330 Colorado Ave. 

Santa Monica, CA 



1215 – 17th St. 

Santa Monica, CA 



1415 Euclid & 1308 Santa Monica Blvd. 

Santa Monica, CA
	 	17th & Wilshire Partnership 





Investment Co. of Santa 

Monica 



7R Apartments 





Frances M. Rehwald, 

Trustee, Frances M. Rehwald Family Trust 



Judith A. Richards, Trustee, Judity a. Richards
Separate Property Trust 



William J.S. Rehwald, Trustee, William J.S. Rehwald
Separate Property Trust 



Frances M. Rehwald, Judith a. Richards, William J.S.
Rehwald, Trustees, Mary F. Rehwald Separate Property
Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Santa Monica S, Inc.

	 	California Corporation

C2788444
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Saturn of Silicon Valley, Inc.

	 	California

Corporation

C2547838
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	Chartown d/b/a

Independence Office

Park
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-Serramonte I, Inc.

	 	California

Corporation

C2469221
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Shottenkirk, Inc.

	 	Florida

Corporation

P99000043291
	 	 	 	Pensacola Honda
	 	5600 Pensacola Blvd.
Pensacola, FL
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Stevens Creek B, Inc.

	 	California

Corporation

C0723787
	 	 	 	Stevens Creek BMW 













Stevens Creek BMW – Offsite Vehicle Storage
	 	4343 Stevens Creek Blvd. 

San Jose, CA 





4333 Stevens Creek Blvd. 

San Jose, CA 



1507 S. 10th St. 

San Jose, CA
	 	SRE California – 7 SCB, 

LLC 





SRE California – 7 SCB, 

LLC 



10th Street Land Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic – Stone Mountain T, L.P.

	 	Georgia

Limited Partnership

0342795
	 	 	 	Stone Mountain Toyota

Stone Mountain Scion
	 	5065 U.S. Hwy. 78
Stone Mountain, GA
	 	Stone Mountain Real Estate Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Tysons Corner H, Inc.

	 	Virginia

Corporation

0645231-2
	 	 	 	Honda of Tysons Corner 





(Body Shop) 





(Storage Lot) 













(Storage Lot)
	 	1580 Spring Hill Rd. 

Vienna, VA 



1548 Spring Hill Rd. 

Vienna, VA 



Two acres adjacent to 1592 

Spring Hill Rd. 



One acre lot on Tyco Rd. at 

corner of 1500 Spring Hill Rd. 



8521 Leesburg Pike 

Vienna, VA
	 	CARS-DB1, LLC 





CARS-DB1, LLC 





CARS-DB1, LLC 





Robert Rosenthal 







Brandywine Realty Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Tysons Corner Infiniti, Inc.

	 	Virginia

Corporation

0645232-0
	 	 	 	Infiniti of Tysons Corner 





(Wash Bays)
	 	8527 Leesburg Pike 

Vienna, VA 



8525 Leesburg Pike 

Vienna, VA
	 	Capital Automotive, L.P. 





RRR, LLC d/b/a Rosenthal Nissan-Mazda	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – University Park A, L.P.

	 	Texas

Limited Partnership

13748310
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic-Volvo LV, LLC

	 	Nevada

Limited Liability Company

LLC6829-1999
	 	 	 	Volvo of Las Vegas
	 	7705 W. Sahara Ave.
Las Vegas, NV
	 	Berberian Properties, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic Walnut Creek M, Inc.

	 	California

Corporation

C2508517
	 	 	 	Mercedes-Benz of Walnut 

Creek 



(Jensen Lease) 











(Parking Lot) 

	 	1301 Parkside Dr. 

Walnut Creek, CA 



1360 Pine St. 

Walnut Creek, CA 









1300 Pine St. 

Walnut Creek, CA
	 	Stead Leasing, Inc. 





Peter C. Jensen, Trustee of 

the Peter Cole Jensen and 

Sharon A. Jensen Living 

Trust dated December 23, 

1986 



Testamentary Trust of Paul W. Muller	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic-West Covina T, Inc.

	 	California

Corporation

C2356455
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sonic – Williams Cadillac, Inc.

	 	Alabama

Corporation

D/C 199-219
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Sonic Wilshire Cadillac, Inc.

	 	California Corporation

C2882071
	 	 	 	 	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 	Chartown d/b/a Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Alabama-2, LLC

	 	Alabama Limited

Liability Company

670-275
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Alabama-5, LLC

	 	Alabama Limited

Liability Company

DLL 691-622
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE California – 1, LLC

	 	California Limited

Liability Company

200202910110
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE California-2, LLC

	 	California Limited

Liability Company

200202910111
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SRE California – 3, LLC

	 	California Limited

Liability Company

200202810141
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE California – 4, LLC

	 	California Limited

Liability Company

200202810144
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE California – 5, LLC

	 	California Limited

Liability Company

200203110006
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE California – 7 SCB, LLC

	 	California Limited

Liability Company

201033410181
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE California – 8 SCH, LLC

	 	California Limited

Liability Company

201033510021
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SRE Colorado – 1, LLC

	 	Colorado Limited

Liability Company

20021330518
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Florida – 1, LLC

	 	Florida Limited

Liability Company

L00000006050
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Florida – 2, LLC

	 	Florida Limited

Liability Company

L00000006045
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Holding, LLC

	 	North Carolina Limited

Liability Company

0551475
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Oklahoma-1, LLC

	 	Oklahoma Limited

Liability Company

3500697104
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SRE Oklahoma-2, LLC

	 	Oklahoma Limited

Liability Company

3500697105
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Oklahoma-5, LLC

	 	Oklahoma Limited

Liability Company

3500697108
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE South Carolina-2, LLC

	 	South Carolina Limited

Liability Company

N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE South Carolina-3, LLC

	 	South Carolina Limited

Liability Company

N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE South Carolina – 4, LLC

	 	South Carolina Limited

Liability Company

N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SRE Tennessee-4, LLC

	 	Tennessee Limited

Liability Company

0450279
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas – 1, L.P.

	 	Texas Limited Partnership

00135233-10
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas – 2, L.P.

	 	Texas Limited Partnership

00135234-10
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas – 3, L.P.

	 	Texas Limited Partnership

00135235-10
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas – 4, L.P.

	 	Texas Limited Partnership

800048705
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas – 5, L.P.

	 	Texas Limited

Partnership 800048740
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas – 6, L.P.

	 	Texas Limited Partnership

800048741
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	SRE Texas – 7, L.P.

	 	Texas Limited Partnership

800048742
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Texas – 8, L.P.

	 	Texas Limited Partnership

800048743
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SRE Virginia – 1, LLC

	 	Virginia Limited

Liability Company

5050246-0
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Stevens Creek Cadillac, Inc.

	 	California

Corporation

C1293380
	 	 	 	St. Claire Cadillac 





St. Claire Cadillac – Offsite Vehicle Storage
	 	3737 Stevens Creek Blvd. 

Santa Jose, CA 



1507 South 10th St., San Jose, CA
	 	SRE California – 5, LLC 





10th Street Land Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Town and Country Ford, Incorporated

	 	North Carolina

Corporation

0148959
	 	 	 	Town and County Ford
	 	5401 E. Independence Blvd.
Charlotte, NC
	 	MMR Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II.	 	 	 	 	 	 	 	 	 	VII.
	 	 	Jurisdiction of	 	III.	 	 	 	 	 	VI.	 	Relationship of
	 	 	Formation/	 	Address	 	IV.	 	 	 	Name and address of	 	Persons listed in
	 	 	Form of	 	of Chief	 	Trade Names, Trade Styles,	 	 	 	Owner of Collateral	 	VI to Grantor
	I.	 	Equity/I.D.	 	Executive	 	Fictitious Names and “d/b/a”	 	V.	 	Location	 	(e.g., lessor,
	Name	 	Number	 	Office	 	Names	 	Collateral Locations	 	(if other than Grantor)	 	warehousemen)
	Windward, Inc.

	 	Hawaii

Corporation

41788D1
	 	 	 	Honda of Hayward 

(Service) 



Ground Lease 

(Sales) 





(Vehicle Display) 





(Vehicle Storage) 





Ground Lease 

(Sales)
	 	24895 Mission Blvd. 

Hayward, CA 



24947-24975 Mission Blvd. 

Hayward, CA 





24919 Mission Blvd. 

Hayward, CA 



Fletcher Ln. 

Hayward, CA 



24933 Mission Blvd. 

Hayward, CA
	 	SRE California – 2, LLC 





Barbara Harrison and Marie 

Hinton, Trustee of the Marie 

Hinton Revocable Trust 



SRE California – 2, LLC 





SRE California – 2, LLC 





Paul Y. Fong 

	 	













SRE California – 2, LLC
is an indirect
subsidiary of Sonic
Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Z Management, Inc.

	 	Colorado

Corporation

19911043768
	 	 	 	 	 	6415 Idlewild Road
Suite 109
Charlotte, NC
	 	Chartown d/b/a

Independence Office Park
	 	A portion of Chartown
is indirectly owned by
O. Bruton Smith
	 
	 	 	 	 	 	 	 	 	 	 	 	 







 









 








Schedule 9(e)

INVESTMENT PROPERTY





	1.	 	North Point Imports, L.L.C. (50% noncontrolling joint venture interest with unrelated party)
	 
	2.	 	Restricted Equity Interests (as defined in the Escrow and Security Agreement)





 









 





Schedule 9(i)

COMMERCIAL TORT CLAIMS



CALIFORNIA



Sonic Automotive, Inc. v. Carson CJ, LLC and Kenneth Phillips



Counterclaim to lawsuit filed in 2009 by company and individual owner that purchased the Don Kott
Chrysler Jeep and Don Kott Kia dealership assets from Sonic in 2005. Carson CJ owes Sonic rent
monies for leased dealership property and Kenneth Phillips granted Sonic a personal guarantee of
the rent payments of Carson CJ. Sonic’s claim for rent owed now exceeds $1,000,000. The
arbitration date is still in flux but should begin in 4Q2011 or 1Q2012.



OHIO



Sonic Automotive, Inc. v Chrysler Ins. Co., Great American Assurance Co., Lumbermans Mutual
Casualty Co., and Universal Underwriters Ins. Co.



On October 15, 2010 Sonic filed a Complaint for Declaratory and Injunctive Relief and Damages in
the US District Court for the Western District of Ohio against several of its insurance providers.
The suit seeks insurance coverage, including reimbursement for attorneys fees paid in the
Price/Owens and Galura matters. The insurers have each filed a Motion to Dismiss and Sonic has
opposed those Motions. The matter is presently awaiting a decision from the federal judge on the
Motions to Dismiss. The amount sought by Sonic exceeds $1,000,000.



NORTH CAROLINA



Sonic Automotive, Inc. v. Mercedes-Benz USA, LLC (Case No. 08-CVS-4259, North Carolina Superior
Court)



This lawsuit was filed by Sonic Automotive, Inc., as plaintiff, against Mercedes-Benz USA, LLC, as
defendant, in North Carolina Superior Court in 2008 alleging that MBUSA improperly refused to
approve Sonic’s proposed acquisition of a Mercedes-Benz dealership located in Charlotte, North
Carolina. Sonic is seeking monetary damages and equitable relief in this action. Motions for
Summary Judgment are pending and a trial date has not been set.