exv10w5






Exhibit 10.5




NOTE




July 8, 2011




     FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to TOYOTA
MOTOR CREDIT CORPORATION or registered assigns (the “Lender”), in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from
time to time made by the Lender to the Company under that certain Second Amended and Restated
Credit Agreement, dated as of July 8, 2011 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined
therein being used herein as therein defined), among the Company, the Lenders from time to time
party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer,
and Wells Fargo Bank, National Association, as an L/C Issuer.



     The Company promises to pay interest on the unpaid principal amount of each Loan from the date
of such Loan until such principal amount is paid in full, at such interest rates and at such times
as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of
the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall
be made to the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment) computed at the per
annum rate set forth in the Credit Agreement.



     This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided
therein. This Note is also entitled to the benefits of the Subsidiary Guaranty and is secured by
the Collateral. Upon the occurrence and continuation of one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if
required by the Credit Agreement) become, or may be declared to be, immediately due and payable all
as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and maturity of its
Loans and payments with respect thereto.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.



[Signature page follows.]






 









 








     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA.



	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\David P. Cosper\
 

	 	 
	 

	 	Name:
	 	David P. Cosper	 	 
	 

	 	Title:
	 	Vice Chairman and Chief Financial
Officer	 	 






 









 






LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of	 	Outstanding	 	 
	 	 	 	 	 	 	End of	 	Principal or	 	Principal	 	 
	 	 	Type of Loan	 	Amount of	 	Interest	 	Interest Paid	 	Balance This	 	Notation
	Date	 	Made	 	Loan Made	 	Period	 	This Date	 	Date	 	Made By